NextEra Energy Partners, LP (Form: 10-Q, Received: 10/27/2017 06:08:39)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017



Commission File Number	Exact name of registrant as specified in its charter, address of principal executive office and registrant's telephone number	IRS Employer Identification Number
1-36518	NEXTERA ENERGY PARTNERS, LP	30-0818558
	700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000

State or other jurisdiction of incorporation or organization: Delaware

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934.



Large Accelerated Filer þ	Accelerated Filer ¨	Non-Accelerated Filer ¨	Smaller Reporting Company ¨	Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No þ

Number of NextEra Energy Partners, LP common units outstanding as of September 30, 2017 : 54,250,995

DEFINITIONS

Acronyms and defined terms used in the text include the following:



Term	Meaning
2016 Form 10-K	NEP's Annual Report on Form 10-K for the year ended December 31, 2016
AOCI	accumulated other comprehensive income (loss)
ASA	administrative services agreements
BLM	U.S. Bureau of Land Management
CITC	convertible investment tax credit
COD	commercial operation date
CSCS agreement	cash sweep and credit support agreement
FIT	Feed-in-Tariff
GWh	gigawatt-hour(s)
IDR fee	certain payments from NEP OpCo to NEE Management as a component of the MSA which are based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders
IPP	independent power producer
management sub-contract	management services sub-contract between NEE Management and NEER
Management's Discussion	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
MSA	management services agreement among NEP, NEE Management, NEP OpCo and NEP OpCo GP
MW	megawatt(s)
NEE	NextEra Energy, Inc.
NEECH	NextEra Energy Capital Holdings, Inc.
NEE Equity	NextEra Energy Equity Partners, LP
NEE Management	NextEra Energy Management Partners, LP
NEER	NextEra Energy Resources, LLC
NEP	NextEra Energy Partners, LP
NEP GP	NextEra Energy Partners GP, Inc.
NEP OpCo	NextEra Energy Operating Partners, LP
NEP OpCo GP	NextEra Energy Operating Partners GP, LLC
NEP partnership agreement	agreement of limited partnership of NEP, as amended and restated
NOLs	net operating losses
Note __	Note __ to condensed consolidated financial statements
O&M	operations and maintenance
Pemex	Petróleos Mexicanos
PPA	power purchase agreement, which could include contracts under a FIT or RESOP
RESOP	Renewable Energy Standard Offer Program
SEC	U.S. Securities and Exchange Commission
Texas pipelines	natural gas pipeline assets located in Texas
Texas pipelines acquisition	Acquisition of NET Holdings Management, LLC (the Texas pipeline business)
Texas pipeline entities	the subsidiaries of NEP that directly own the Texas pipelines
U.S.	United States of America
U.S. Project Entities	project entities located within the U.S.
VIE	variable interest entity

Each of NEP and NEP OpCo has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Partners and similar references. For convenience and simplicity, in this report, the terms NEP and NEP OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of NEP's ownership of subsidiaries and projects refers to its controlling interest in the general partner of NEP OpCo and NEP's indirect interest in and control over the subsidiaries of NEP OpCo. See Note 5 for a description of the noncontrolling interest in NEP OpCo.

TABLE OF CONTENTS



		Page No.

Definitions		2
Forward-Looking Statements		4

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

	PART II - OTHER INFORMATION

Item 1A.	Risk Factors	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

Signatures		35

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as result, are expected to, will continue, anticipate, aim, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NEP's operations and financial results, and could cause NEP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEP in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.

Operational Risks


•	NEP has a limited operating history and its projects include renewable energy projects that have a limited operating history. Such projects may not perform as expected.


•	NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its renewable energy projects.


•	NEP's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.


•	Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned power outages, reduced output, personal injury or loss of life.


•	Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect the Texas pipelines’ operations.


•	NEP depends on the Texas pipelines and certain of the renewable energy projects in its portfolio for a substantial portion of its anticipated cash flows.


•	NEP is pursuing the expansion of natural gas pipelines in its portfolio that will require up-front capital expenditures and expose NEP to project development risks.


•	NEP's ability to maximize the productivity of the Texas pipeline business and to complete potential pipeline expansion projects is dependent on the continued availability of natural gas production in the Texas pipelines’ areas of operation.


•	Terrorist or similar attacks could impact NEP's projects, pipelines or surrounding areas and adversely affect its business.


•	The ability of NEP to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEP's insurance coverage does not insure against all potential risks and it may become subject to higher insurance premiums.


•	Warranties provided by the suppliers of equipment for NEP's projects may be limited by the ability of a supplier to satisfy its warranty obligations, or by the terms of the warranty, so the warranties may be insufficient to compensate NEP for its losses.


•	Supplier concentration at certain of NEP's projects may expose it to significant credit or performance risks.


•	NEP relies on interconnection and transmission facilities of third parties to deliver energy from its renewable energy projects and, if these facilities become unavailable, NEP's wind and solar projects may not be able to operate or deliver energy.


•	If third-party pipelines and other facilities interconnected to the Texas pipelines become partially or fully unavailable to transport natural gas, NEP's revenues and cash available for distribution to unitholders could be adversely affected.


•	NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations, compliance with which may require significant capital expenditures, increase NEP's cost of operations and affect or limit its business plans.


•	NEP's renewable energy projects may be adversely affected by legislative changes or a failure to comply with applicable energy regulations.


•	A change in the jurisdictional characterization of some of the Texas pipeline entities' assets, or a change in law or regulatory policy , could result in increased regulation of these assets, which could have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.


•	NEP may incur significant costs and liabilities as a result of pipeline integrity management program testing and any necessary pipeline repair or preventative or remedial measures.


•	The Texas pipelines’ operations could incur significant costs if the Pipeline and Hazardous Materials Safety Administration or the Railroad Commission of Texas adopts more stringent regulations.


•	Pemex may claim certain immunities under the Foreign Sovereign Immunities Act and Mexican law , and the Texas pipeline entities' ability to sue or recover from Pemex for breach of contract may be limited and may be exacerbated if there is a deterioration in the economic relationship between the U.S. and Mexico.


•	NEP does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or leaseholders that have rights that are superior to NEP's rights or the BLM suspends its federal rights-of-way grants.


•	NEP is subject to risks associated with litigation or administrative proceedings that could materially impact its operations, including, but not limited to, proceedings related to projects it acquires in the future.


•	NEP's wind projects located in Canada are subject to Canadian domestic content requirements under their FIT contracts.


•	NEP's cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and non-U.S. jurisdictions.


•	NEP is subject to risks associated with its ownership or acquisition of projects or pipelines that remain under construction, which could result in its inability to complete construction projects on time or at all, and make projects too expensive to complete or cause the return on an investment to be less than expected.

Contract Risks


•	NEP relies on a limited number of customers and is exposed to the risk that they are unwilling or unable to fulfill their contractual obligations to NEP or that they otherwise terminate their agreements with NEP.


•	NEP may not be able to extend, renew or replace expiring or terminated PPAs at favorable rates or on a long-term basis.


•	NEP may be unable to secure renewals of long-term natural gas transportation agreements, which could expose its revenues to increased volatility.


•	If the energy production by or availability of NEP's U.S. renewable energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under the U.S. Project Entities’ PPAs.

Risks Related to NEP's Acquisition Strategy and Future Growth


•	NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.


•	NEP OpCo's partnership agreement requires that it distribute its available cash, which could limit NEP's ability to grow and make acquisitions.


•	Lower prices for other fuel sources may reduce the demand for wind and solar energy.


•	Reductions in demand for natural gas in the United States or Mexico and low market prices of natural gas could materially adversely affect the Texas pipelines’ operations and cash flows.


•	Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact NEP's growth strategy.


•	NEP's growth strategy depends on the acquisition of projects developed by NEE and third parties, which face risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.


•	Acquisitions of existing clean energy projects involve numerous risks.


•	Renewable energy procurement is subject to U.S. state and Canadian provincial regulations, with relatively irregular, infrequent and often competitive procurement windows.


•	NEP may continue to acquire other sources of clean energy and may expand to include other types of assets. Any further acquisition of non-renewable energy projects may present unforeseen challenges and result in a competitive disadvantage relative to NEP's more-established competitors.


•	NEP faces substantial competition primarily from regulated utilities, developers, IPPs, pension funds and private equity funds for opportunities in North America.


•	The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business.

Risks Related to NEP's Financial Activities


•	NEP may not be able to access sources of capital on commercially reasonable terms, which would have a material adverse effect on its ability to consummate future acquisitions.


•	Restrictions in NEP's and its subsidiaries' financing agreements could adversely affect NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.


•	NEP's cash distributions to its unitholders may be reduced as a result of restrictions on NEP's subsidiaries’ cash distributions to NEP under the terms of their indebtedness.


•	NEP's subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness could have a material adverse effect on NEP's financial condition.


•	Currency exchange rate fluctuations may affect NEP's operations.


•	NEP is exposed to risks inherent in its use of interest rate swaps.

Risks Related to NEP's Relationship with NEE


•	NEE exercises significant influence over NEP.

•

NEP receives credit support from NEE and its affiliates. NEP's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and NEP will be required in certain circumstances to reimburse NEE for draws that are made on credit support.


•	NEER or one of its affiliates is permitted to borrow funds received by NEP's subsidiaries and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by NEP OpCo.


•	NEP's financial condition and ability to make distributions to its unitholders, as well as its ability to grow distributions in the future, is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.


•	NEP may not be able to consummate future acquisitions.


•	NEER's right of first refusal may adversely affect NEP's ability to consummate future sales or to obtain favorable sale terms.


•	NEP GP and its affiliates may have conflicts of interest with NEP and have limited duties to NEP and its unitholders.


•	NEP GP and its affiliates and the directors and officers of NEP are not restricted in their ability to compete with NEP, whose business is subject to certain restrictions.


•	NEP may only terminate the MSA under certain specified conditions.


•	If the agreements with NEE Management or NEER are terminated, NEP may be unable to contract with a substitute service provider on similar terms.


•	NEP's arrangements with NEE limit NEE's potential liability, and NEP has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to NEP than it otherwise would if acting solely for its own account.

Risks Related to Ownership of NEP's Common Units


•	NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.


•	If NEP incurs material tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee.


•	Holders of NEP's common units may be subject to voting restrictions.


•	NEP's partnership agreement replaces the fiduciary duties that NEP GP and NEP's directors and officers might have to holders of its common units with contractual standards governing their duties.


•	NEP's partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP directors or NEP GP that might otherwise constitute breaches of fiduciary duties.


•	Certain actions of NEP require the consent of NEP GP.


•	Holders of NEP's common units currently cannot remove NEP GP without NEE's consent.


•	NEE's interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent.


•	The IDR fee may be assigned to a third party without unitholder consent.


•	NEP may issue additional units without unitholder approval, which would dilute unitholder interests.


•	Reimbursements and fees owed to NEP GP and its affiliates for services provided to NEP or on NEP's behalf will reduce cash distributions to or from NEP OpCo and from NEP to NEP's unitholders, and the amount and timing of such reimbursements and fees will be determined by NEP GP and there are no limits on the amount that NEP OpCo may be required to pay.


•	Discretion in establishing cash reserves by NEP OpCo GP may reduce the amount of cash distributions to unitholders.


•	NEP OpCo can borrow money to pay distributions, which would reduce the amount of credit available to operate NEP's business.


•	Increases in interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.


•	The price of NEP's common units may fluctuate significantly and unitholders could lose all or part of their investment.


•	The liability of holders of NEP's common units, which represent limited partnership interests in NEP, may not be limited if a court finds that unitholder action constitutes control of NEP's business.


•	Unitholders may have liability to repay distributions that were wrongfully distributed to them.


•	Provisions in NEP's partnership agreement may discourage or delay an acquisition of NEP that NEP unitholders may consider favorable, which could decrease the value of NEP's common units, and could make it more difficult for NEP unitholders to change NEP's board of directors.


•	NEP's board of directors, a majority of which may be affiliated with NEE, decides whether to retain separate counsel, accountants or others to perform services for NEP.


•	The New York Stock Exchange does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.

Risks Related to the Series A Convertible Preferred Units


•	Issuance of the Series A convertible preferred units will dilute common unitholders’ ownership in NEP and may decrease the amount of cash available for distribution for each common unit .


•	The Series A convertible preferred units will have rights, preferences and privileges that are not held by, and will be preferential to the rights of, holders of the common units.

Taxation Risks


•	NEP's future tax liability may be greater than expected if NEP does not generate NOLs sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.


•	NEP's ability to use NOLs to offset future income may be limited.


•	NEP will not have complete control over NEP's tax decisions.


•	A valuation allowance may be required for NEP's deferred tax assets.


•	Distributions to unitholders may be taxable as dividends.


•	Unitholders who are not resident in Canada may be subject to Canadian tax on gains from the sale of common units if NEP’s common units derive more than 50% of their value from Canadian real property at any time.

These factors should be read together with the risk factors included in Exhibit 99.6 of NEP's Current Report on Form 8-K filed on August 7, 2017 (August 7, 2017 Form 8-K) and investors should refer to that section of the August 7, 2017 Form 8-K. Any forward-looking statement speaks only as of the date on which such statement is made, and NEP undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. NEP makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on NEP's internet website, www.nexteraenergypartners.com , as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEP's website are not incorporated by reference into this Form 10-Q. The SEC maintains an internet website that contains reports and other information regarding registrants that file electronically with the SEC at www.sec.gov .

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(millions, except per unit amounts)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016 ^(a)			2017			2016 ^(a)
OPERATING REVENUES
Renewable energy sales	$	127		$	144		$	419		$	418
Texas pipelines service revenues	50			47			144			138
Total operating revenues ^(b)	177			191			563			556
OPERATING EXPENSES
Operations and maintenance ^(c)	56			52			170			146
Depreciation and amortization	50			54			149			161
Taxes other than income taxes and other	5			5			14			14
Total operating expenses	111			111			333			321
OPERATING INCOME	66			80			230			235
OTHER INCOME (DEDUCTIONS)
Interest expense	(50		)	(41		)	(154		)	(203		)
Benefits associated with differential membership interests - net	15			14			60			45
Equity in earnings of equity method investee	11			11			18			19
Equity in earnings (losses) of non-economic ownership interests	9			—			12			(20		)
Revaluation of contingent consideration	—			101			—			118
Other - net	—			—			(2		)	(4		)
Total other income (deductions) - net	(15		)	85			(66		)	(45		)
INCOME BEFORE INCOME TAXES	51			165			164			190
INCOME TAX EXPENSE	13			30			32			23
NET INCOME	38			135			132			167
Less net income attributable to noncontrolling interest ^(d)	37			108			106			127
NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	1		$	27		$	26		$	40

Weighted average number of common units outstanding - basic and assuming dilution	54.3			44.3			54.2			40.3
Earnings per common unit attributable to NextEra Energy Partners, LP - basic and assuming dilution	$	0.01		$	0.62		$	0.47		$	0.99
Distributions per common unit	$	0.3800		$	0.3300		$	1.0975		$	0.9563

____________________


(a)	Prior-period financial information has been retrospectively adjusted as discussed in Note 1.


(b)	Includes related party revenues of approximately $2 million for each of the three months ended September 30, 2017 and 2016 , and $8 million and $9 million for the nine months ended September 30, 2017 and 2016 , respectively.

(c)

Includes O&M expenses related to renewable energy projects of $25 million and $26 million for the three months ended September 30, 2017 and 2016 , respectively, and $80 million and $78 million for the nine months ended September 30, 2017 and 2016 , respectively. Includes O&M expenses related to the Texas pipelines of $11 million and $13 million for the three months ended September 30, 2017 and 2016 , respectively, and $33 million and $32 million for the nine months ended September 30, 2017 and 2016 , respectively. Total O&M expenses presented include related party amounts of approximately $22 million and $16 million for the three months ended September 30, 2017 and 2016 , respectively, and $64 million and $42 million for the nine months ended September 30, 2017 and 2016 , respectively.


(d)	Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 1.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2016 Form 10-K.

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(millions)

(unaudited)



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016 ^(a)			2017		2016 ^(a)
NET INCOME	$	38	$	135		$	132	$	167
OTHER COMPREHENSIVE INCOME, NET OF TAX
Reclassification of unrealized losses on cash flow hedges from accumulated other comprehensive loss to net income (net of approximately $0, $0, $2 and $1 tax expense, respectively)	1		2			4		5
Net unrealized gains (losses) on foreign currency translation (net of approximately $1, $0, $1 and $1 tax expense, respectively)	5		(1		)	8		6
Other comprehensive income (loss) related to equity method investee (net of approximately $0, $1 and $0 tax expense and $1 tax benefit, respectively)	—		1			1		(1		)
Total other comprehensive income, net of tax	6		2			13		10
COMPREHENSIVE INCOME	44		137			145		177
Less comprehensive income attributable to noncontrolling interest ^(b)	42		109			116		135
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP	$	2	$	28		$	29	$	42

____________________


(a)	Prior-period financial information has been retrospectively adjusted as discussed in Note 1.


(b)	Comprehensive income attributable to noncontrolling interest includes the pre-acquisition comprehensive income (loss) of the common control acquisitions. See Note 1.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2016 Form 10-K.

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions)

(unaudited)



	September 30, 2017		December 31, 2016 ^(a)
ASSETS
Current assets:
Cash and cash equivalents	$	135	$	147
Accounts receivable	83		83
Due from related parties	370		67
Restricted cash	32		33
Other current assets	42		29
Total current assets	662		359
Non-current assets:
Property, plant and equipment - net	5,393		5,424
Deferred income taxes	242		255
Intangible assets - customer relationships	665		678
Goodwill	628		628
Investment in equity method investee	98		93
Investments in non-economic ownership interests	21		12
Other non-current assets	73		83
Total non-current assets	7,120		7,173
TOTAL ASSETS	$	7,782	$	7,532
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	19	$	19
Due to related parties	13		20
Current maturities of long-term debt	98		78
Acquisition holdback	—		199
Accrued interest	16		25
Derivatives	15		18
Other current liabilities	46		39
Total current liabilities	207		398
Non-current liabilities:
Long-term debt	4,237		3,508
Deferral related to differential membership interests	1,017		1,064
Deferred income taxes	65		47
Asset retirement obligation	73		69
Non-current due to related party	22		22
Other non-current liabilities	85		67
Total non-current liabilities	5,499		4,777
TOTAL LIABILITIES	5,706		5,175
COMMITMENTS AND CONTINGENCIES
EQUITY
Limited partners (common units issued and outstanding - 54.3 and 54.2, respectively)	1,707		1,746
Accumulated other comprehensive loss	—		(3		)
Noncontrolling interest	369		614
TOTAL EQUITY	2,076		2,357
TOTAL LIABILITIES AND EQUITY	$	7,782	$	7,532

____________________


(a)	Prior-period financial information has been retrospectively adjusted as discussed in Note 1.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2016 Form 10-K.

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

(unaudited)



	Nine Months Ended September 30,
	2017			2016 ^(a)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	132		$	167
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	149			161
Change in value of derivative contracts	18			75
Deferred income taxes	34			23
Benefits associated with differential membership interests - net	(60		)	(45		)
Equity in earnings of equity method investee, net of distributions received	(4		)	(19		)
Equity in losses (earnings) of non-economic ownership interests	(12		)	20
Change in fair value of contingent consideration for pipeline acquisition	—			(118		)
Other - net	9			16
Changes in operating assets and liabilities:
Accounts receivable	(1		)	(10		)
Other current assets	(12		)	1
Other non-current assets	—			(1		)
Accounts payable and accrued expenses	(3		)	—
Due to related parties	(3		)	(5		)
Other current liabilities	(1		)	(8		)
Payment of acquisition holdback	(14		)	—
Other non-current liabilities	5			3
Net cash provided by operating activities	237			260
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of membership interests in subsidiaries	(242		)	(641		)
Capital expenditures	(32		)	(535		)
Changes in restricted cash	6			(23		)
Payments to related parties under CSCS agreement - net	(301		)	(280		)
Net cash used in investing activities	(569		)	(1,479		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units - net	—			645
Issuances of long-term debt	1,880			671
Retirements of long-term debt	(1,171		)	(477		)
Deferred financing costs	(21		)	(10		)
Capped call transaction	(12		)	—
Partners/Members' contributions	2			510
Partners/Members' distributions	(185		)	(166		)
Proceeds from differential membership investors	28			18
Payments to differential membership investors	(15		)	(10		)
Repayments of short-term debt	—			(12		)
Change in amounts due to related parties	(1		)	17
Payment of acquisition holdback	(186		)	—
Net cash provided by financing activities	319			1,186
Effect of exchange rate changes on cash	1			2
NET DECREASE IN CASH AND CASH EQUIVALENTS	(12		)	(31		)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	147			165
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	135		$	134
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Partners/Members' noncash distributions	$	—		$	31
Members’ noncash contributions for construction costs and other	$	3		$	91
Change in noncash investments in equity method investees - net	$	2		$	7
Asset retirement obligation additions	$	—		$	7
Accrued but not paid for capital and other expenditures	$	6		$	3
Noncash member contribution upon transition from predecessor method	$	5		$	3
Change in goodwill related to change in purchase accounting valuation	$	—		$	6

_________________________


(a)	Prior-period financial information has been retrospectively adjusted as discussed in Note 1.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2016 Form 10-K.

NEXTERA ENERGY PARTNERS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(millions)

(unaudited)



	Units	Limited Partners				Accumulated Other Comprehensive Loss			Noncontrolling Interest ^(a)				Total Equity ^(a)
Balances, December 31, 2016	54.2	$	1,746			$	(3	)	$	614			$	2,357
Acquisition of membership interests in subsidiaries	—	—				—			(242		)		(242		)
Limited partners/related party contribution and transition	—	6			^(b)	—			5			^(c)	11
Issuance of common units	0.1	1				—			—				1
Related party note receivable	—	—				—			1				1
Capped call transaction	—	(12		)		—			—				(12		)
Net income	—	26				—			106			^(d)	132
Other comprehensive income	—	—				3			10				13
Related party contributions	—	—				—			4				4
Related party distributions	—	—				—			(126		)		(126		)
Changes in non-economic ownership interests and equity method investee	—	—				—			(3		)		(3		)
Distributions to unitholders	—	(60		)		—			—				(60		)
Balances, September 30, 2017	54.3	$	1,707			$	—		$	369			$	2,076



	Units	Limited Partners				Accumulated Other Comprehensive Loss			Noncontrolling Interest ^(a)				Total Equity ^(a)
Balances, December 31, 2015	30.6	$	935			$	(6	)	$	897			$	1,826
Acquisition of membership interests in subsidiaries	—	—				—			(641		)		(641		)
Limited partners/related party contribution and transition	—	123			^(b)	—			(3		)	^(c)	120
Issuance of common units	23.6	645				—			—				645
Related party note receivable	—	—							(24		)		(24		)
Net income	—	40				—			127			^(d)	167
Other comprehensive income	—	—				2			8				10
Related party contributions	—	—				—			603				603
Related party distributions	—	—				—			(134		)		(134		)
Changes in non-economic ownership interests and equity method investee	—	—				—			(6		)		(6		)
Distributions to unitholders	—	(37		)		—			—				(37		)
Balances, September 30, 2016	54.2	$	1,706			$	(4	)	$	827			$	2,529

____________________


(a)	Prior-period financial information has been retrospectively adjusted as discussed in Note 1.


(b)	Deferred tax asset recognized by NEP related to NEP equity issuances and acquisition of subsidiary membership interests.


(c)	Related party noncash contribution (distribution), net, upon transition from predecessor accounting method.


(d)	Net income attributable to noncontrolling interest includes the pre-acquisition net income of the common control acquisitions. See Note 1.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2016 Form 10-K.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2016 Form 10-K. In the opinion of NEP management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Acquisitions

On May 1, 2017, an indirect subsidiary of NEP completed the acquisition from NEER of Golden West Wind Holdings, LLC for approximately $238 million , plus working capital of $4 million and the assumption of $184 million in existing liabilities related to differential membership interests. Golden West Wind Holdings, LLC indirectly owns an approximately 249 MW wind generation facility located in El Paso County, Colorado.

The 2017 acquisition discussed above and the acquisitions from NEER completed by a subsidiary of NEP in 2016 (collectively, the common control acquisitions) were transfers of assets between entities under common control and required them to be accounted for as if the transfers occurred since the inception of common control, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying condensed consolidated financial statements have been retrospectively adjusted to include the historical results and financial position of the common control acquisitions prior to their respective acquisition dates.

In August 2017, NEP and NEP GP implemented governance changes that, among other things, enhanced NEP unitholder governance rights. The new governance structure established a NEP board of directors where NEP unitholders will have the ability to nominate and elect board members, subject to certain limitations and requirements. As a result of these governance changes, beginning in January 2018, acquisitions from NEER will no longer be treated as common control acquisitions.

In October 2017, an indirect subsidiary of NEP entered into an agreement with an indirect subsidiary of NEER to acquire interests in four wind and solar generation facilities with contracted generating capacity totaling approximately 691 MW. NEP expects to complete the acquisition before December 31, 2017 for a total consideration of approximately $812 million , plus the assumption of approximately $459 million in existing liabilities related to differential membership interests. See Part II - Item 5 for further discussion.

2. Income Taxes

For periods prior to the date a NEER project is acquired by NEP (NEP acquisition date), income taxes are calculated on the predecessor method using the separate return method applied to the group of renewable energy projects acquired.

For periods after the NEP acquisition date, income taxes are calculated on the successor method where taxes are calculated for NEP as a single taxpaying corporation for U.S. federal and state income taxes (based on its election to be taxed as a corporation). Because NEP OpCo is a limited partnership, NEP only recognizes in income its applicable ownership share of U.S. income taxes related to the U.S. and Canadian projects, allocated by NEP OpCo. The Canadian subsidiaries are all Canadian taxpayers, and therefore NEP recognizes in income all of the Canadian taxes.

For periods after the NEP acquisition date, income taxes include NEP's applicable ownership share of U.S. taxes and 100% of Canadian taxes. Net income or loss attributable to noncontrolling interest includes no U.S. taxes and NEER's applicable ownership share of Canadian taxes. Net income attributable to NEP includes NEP's applicable ownership share of U.S. and Canadian taxes.

The effective tax rates for the three months ended September 30, 2017 and 2016 were approximately 25% and 18% , respectively, and for the nine months ended September 30, 2017 and 2016 were approximately 20% and 12% , respectively. The effective tax rate is affected by recurring items, such as the relative amount of income earned in jurisdictions (earnings mix), valuation allowances on deferred tax assets, taxes attributable to the noncontrolling interest and the taxation of Canadian income in both Canada and the U.S. Additionally, for the nine months ended September 30, 2016, the effective tax rate was affected by an April 2016 court decision approving a reorganization of certain of NEP's Canadian assets that provided for tax bases in certain of these assets. NEP recorded approximately $12 million of the associated income tax benefit during the nine months ended September 30, 2016.

3. Fair Value Measurements

The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

Cash Equivalents and Restricted Cash Equivalents - The fair value of money market funds that are included in cash and cash equivalents, restricted cash and other non-current assets on the condensed consolidated balance sheets is estimated using a market approach based on current observable market prices.

Interest Rate and Foreign Currency Contracts - NEP estimates the fair value of its derivatives using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates, foreign currency exchange rates and credit profiles. The significant inputs for the resulting fair value measurement are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:



	September 30, 2017						December 31, 2016
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(millions)
Assets:
Cash equivalents	$	47	$	—	$	47	$	66	$	—	$	66
Restricted cash equivalents	30		—		30		29		—		29
Interest rate contracts	—		3		3		—		15		15
Foreign currency contracts	—		—		—		—		1		1
Total assets	$	77	$	3	$	80	$	95	$	16	$	111
Liabilities:
Interest rate contracts	$	—	$	40	$	40	$	—	$	44	$	44
Foreign currency contracts	—		3		3		—		—		—
Total liabilities	$	—	$	43	$	43	$	—	$	44	$	44

Financial Instruments Recorded at Other than Fair Value - The carrying amount of short-term debt approximates its fair value. The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:



	September 30, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(millions)
Long-term debt, including current maturities ^(a)	$	4,335	$	4,482	$	3,586	$	3,680

____________________

(a)

As of September 30, 2017 and December 31, 2016, approximately $3,585 million and $2,808 million , respectively, of the fair value is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3).

Contingent Consideration - NEP recorded a liability related to a contingent holdback as part of the Texas pipelines acquisition. The contingent holdback was payable if the Texas pipelines entered into one or more written contracts by December 31, 2016 related to certain financial performance and capital expenditure thresholds. Contingent consideration is required to be reported at fair value at each reporting date. NEP determined this fair value measurement based on management's probability assessment. The significant inputs and assumptions used in the fair value measurement included the estimated probability of executing contracts related to financial performance and capital expenditure thresholds as well as the appropriate discount rate. During the three and nine months ended September 30, 2016, NEP recorded approximately $101 million and $118 million , respectively, in fair value adjustments to decrease the contingent consideration based on updated estimates associated with management's probability assessment as of September 30, 2016. The fair value adjustments are reflected as revaluation of contingent consideration in NEP's condensed consolidated statements of income.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Derivative Instruments and Hedging Activity

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated primarily with outstanding and expected future debt issuances and borrowings. NEP records all derivative instruments that are required to be marked to market as either assets or liabilities in its condensed consolidated balance sheets and measures them at fair value each reporting period. NEP does not utilize hedge accounting for its derivative instruments. All changes in the derivatives' fair value are recognized in interest expense in the condensed consolidated statements of income. In general, the commencement and termination dates of the interest rate swap agreements and the related hedging relationship coincide with the corresponding dates of the underlying variable-rate debt instruments. As of September 30, 2017 and December 31, 2016 , the combined notional amounts of the interest rate contracts were approximately $3,419 million and $2,119 million , respectively.

At September 30, 2017 , NEP's AOCI included amounts related to discontinued cash flow hedges, which have expiration dates through 2033. At September 30, 2017 , approximately $6 million of net unrealized losses are expected to be reclassified into interest expense within the next 12 months as interest payments are made. Such amount assumes no change in scheduled principal payments. Cash flows from these interest rate swap contracts are reported in cash flows from operating activities in the condensed consolidated statements of cash flows.

NEP enters into certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. As of September 30, 2017 and December 31, 2016 , the notional amount of the foreign currency contracts was approximately $58 million and $46 million , respectively. During the three months ended September 30, 2017 and 2016 , NEP recorded approximately $2 million of losses and less than $1 million of gains, respectively, related to the foreign currency contracts in other - net in the condensed consolidated statements of income. During the nine months ended September 30, 2017 and 2016 , NEP recorded approximately $5 million and $2 million of losses, respectively, related to the foreign currency contracts in other - net in the condensed consolidated statements of income.

Fair Value of Derivative Instruments - The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at September 30, 2017 and December 31, 2016 , as required by disclosure rules, as well as the location of the net derivative positions, based on the expected timing of future payments, on the condensed consolidated balance sheets.



	September 30, 2017
	Gross Basis				Net Basis
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate contracts	$	3	$	40	$	16	$	53
Foreign currency contracts	—		3		—		3
Total fair values	$	3	$	43	$	16	$	56

Net fair value by balance sheet line item:
Other current assets					$	10
Other non-current assets					6
Current derivative liabilities							$	15
Other non-current liabilities							41
Total derivatives					$	16	$	56



	December 31, 2016
	Gross Basis				Net Basis
	Assets		Liabilities		Assets		Liabilities
	(millions)
Interest rate contracts	$	15	$	44	$	17	$	46
Foreign currency contracts	1		—		1		—
Total fair values	$	16	$	44	$	18	$	46

Net fair value by balance sheet line item:
Other current assets					$	1
Other non-current assets					17
Current derivative liabilities							$	18
Other non-current liabilities							28
Total derivatives					$	18	$	46

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Financial Statement Impact of Derivative Instruments - Gains (losses) related to NEP's interest rate contracts are recorded in the condensed consolidated financial statements as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(millions)
Interest rate contracts:
Losses reclassified from AOCI to interest expense	$	(1	)	$	(2	)	$	(6	)	$	(6	)
Gains (losses) recognized in interest expense	$	(1	)	$	1		$	(21	)	$	(83	)

Credit-Risk-Related Contingent Features - Certain of NEP's derivative instruments contain credit-related cross-default and material adverse change triggers, none of which contain requirements to maintain certain credit ratings or financial ratios. At September 30, 2017, the aggregate fair value of NEP's derivative instruments with contingent risk features that were in a liability position was approximately $7 million .

5. Variable Interest Entities

NEP has identified NEP OpCo as a VIE. NEP OpCo is a limited partnership with a general partner and limited partners. NEP has consolidated the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At September 30, 2017 , NEP owned an approximately 34.9% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 65.1% limited partner interest in NEP OpCo. The assets and liabilities of NEP OpCo as well as the operations of NEP OpCo represent substantially all of NEP's assets and liabilities and its operations.

In addition, at September 30, 2017 , NEP consolidated five VIEs related to certain subsidiaries that have sold differential membership interests in entities which own and operate seven wind electric generation facilities. Certain investors that have no equity at risk in the VIEs hold differential membership interests, which give them the right to receive a portion of the economic attributes of these wind electric generation facilities, including certain tax attributes. The assets and liabilities of the VIEs, consisting primarily of property, plant and equipment - net and deferral related to differential membership interests, totaled approximately $1,993 million and $1,073 million at September 30, 2017 , respectively, and $2,032 million and $1,123 million at December 31, 2016 , respectively.

In October 2016, a subsidiary of NEP completed the acquisition from NEER of an indirect 24% interest in Desert Sunlight Investment Holdings, LLC (Desert Sunlight) which is reflected as investment in equity method investee on the condensed consolidated balance sheets. Desert Sunlight owns two project entities, which together make up the Desert Sunlight Solar Energy Center, a 550 MW solar generation plant located in Riverside County, California. NEER retained an interest in Desert Sunlight and remains the managing member. NEP is not the primary beneficiary and therefore does not consolidate this entity because it does not control any of the ongoing activities of this entity, was not involved in the initial design of this entity and does not have a controlling interest in this entity.

In April 2015, a subsidiary of NEP made an equity method investment in three NEER solar projects. Through a series of transactions, a subsidiary of NEP issued 1,000,000 NEP OpCo Class B Units, Series 1 and 1,000,000 NEP OpCo Class B Units, Series 2, to NEER for approximately 50% of the ownership interests in the three solar projects (non-economic ownership interests). NEER, as holder of the Class B Units, will retain 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries. NEER has agreed to indemnify NEP against all risks relating to NEP’s ownership of the projects until NEER offers to sell economic interests to NEP and NEP accepts such offer, if NEP chooses to do so. NEER has also agreed to continue to manage the operation of the projects at its own cost, and to contribute to the projects any capital necessary for the operation of the projects, until NEER offers to sell economic interests to NEP and NEP accepts such offer. At September 30, 2017 and December 31, 2016 , NEP's equity method investment related to the non-economic ownership interests is reflected as investments in non-economic ownership interests on the condensed consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income attributable to noncontrolling interest. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

6. Capitalization

Debt - Significant long-term debt issuances and borrowings by NEP and its subsidiaries during the nine months ended September 30, 2017 were as follows:



Date Issued	Debt Issuances/Borrowings	Interest Rate	Principal Amount			Maturity Date
			(millions)
February 2017 - August 2017	Senior secured revolving credit facility	Variable ^(a)	$	130	^(b)	2019
March 2017	Senior secured term loans	Variable ^(a)	$	200	^(c)	2018 - 2019
April 2017	Senior secured term loans	Variable ^(a)	$	150	^(c)	2019
September 2017	Senior unsecured convertible notes	1.50%	$	300	^(d)	2020
September 2017	Senior unsecured notes	4.25% - 4.50%	$	1,100	^(e)	2024 - 2027

————————————


(a)	Variable rate is based on an underlying index plus a margin.


(b)	In September 2017, all borrowings under this credit facility were repaid and, as of September 30, 2017, no amounts are outstanding under this revolving credit facility.


(c)	In September 2017, these term loans were repaid in full.


(d)	See additional discussion below.


(e)	A portion of the proceeds from these senior unsecured notes were used to repay the $950 million principal outstanding under existing variable rate term loans and the $130 million outstanding balance under a revolving credit facility. See additional discussion below.

The secured long-term debt agreements listed above are secured by liens on certain assets and contain provisions which, under certain conditions, could restrict the payment of distributions or related party fee payments. At September 30, 2017 , NEP and its subsidiaries were in compliance with all financial debt covenants under their financings.

In September 2017, NEP issued $300 million in aggregate principal amount of its 1.50% senior unsecured convertible notes (the convertible notes). The convertible notes are unsecured obligations of NEP and are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP OpCo. A holder may convert all or a portion of its notes into NEP common units and cash in lieu of any fractional common unit at the conversion rate. At September 30, 2017, the conversion rate, subject to certain adjustments, was 18.9170 NEP common units per $1,000 principal amount of the convertible notes, which rate is equivalent to a conversion price of approximately $52.8625 per NEP common unit. Upon the occurrence of a fundamental change (as defined in the related indenture) holders of the convertible notes may require NEP to repurchase all or a portion of their convertible notes for cash in an amount equal to the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest, if any. The convertible notes are not redeemable at NEP’s option prior to maturity.

In connection with the issuance of the convertible notes, NEP entered into a registration rights agreement pursuant to which, among other things, NEP has agreed to file a shelf registration statement with the SEC and use its commercially reasonable efforts to cause such registration statement to become effective on or prior to September 7, 2018, covering resales of NEP common units, if any, issuable upon a conversion of the convertible notes.

NEP entered into a capped call transaction (capped call) in connection with the issuance of the convertible notes. Under the capped call, NEP purchased capped call options with a strike price of $52.8625 and a cap price of $63.4350 . The capped call was purchased for approximately $12 million , which was recorded as a reduction to limited partners equity on NEP's condensed consolidated balance sheets. If, upon conversion of the convertible notes, the price per NEP common unit during the relevant settlement period is above the strike price, there would generally be a payment to NEP (if NEP elects to cash settle) or an offset of potential dilution to NEP's common units (if NEP elects to settle in NEP common units).

Additionally, in September 2017, NEP OpCo issued $550 million in aggregate principal amount of 4.25% senior unsecured notes due 2024 (the 2024 notes) and $550 million in aggregate principal amount of 4.50% senior unsecured notes due 2027 (the 2027 notes, and together with the 2024 notes, the notes).

The notes are unsecured obligations of NEP OpCo and are absolutely and unconditionally guaranteed, on a senior unsecured basis, by NEP and a subsidiary of NEP OpCo. At any time prior to July 15, 2024, in the case of the 2024 notes, and at any time prior to June 15, 2027, in the case of the 2027 notes, NEP OpCo may redeem some or all of the notes of such series at a redemption price equal to 100% of the principal amount of the notes redeemed plus a make-whole premium and accrued and unpaid interest. On or after July 15, 2024, in the case of the 2024 notes, and on or after June 15, 2027, in the case of the 2027 notes, NEP OpCo may redeem some or all of the notes of such series at a redemption price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest.

In October 2017, NEP OpCo and its direct subsidiaries entered into an amendment of the senior secured revolving credit facility. See Part II - Item 5 for further discussion.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Equity - In June 2017, NEP entered into a Series A Preferred Unit Purchase Agreement, as amended (the purchase agreement), to issue and sell in a private placement in one or more tranches on or before December 31, 2017, as determined by NEP, $550 million of Series A convertible preferred units representing limited partner interests in NEP (preferred units) at a purchase price of $39.2253 per preferred unit. NEP will contribute the proceeds from each closing to NEP OpCo in exchange for an equivalent number of a new series of NEP OpCo preferred units with economically equivalent rights to the preferred units.

Pursuant to the purchase agreement, the NEP partnership agreement was amended and restated to establish the rights and preferences of the preferred units. The preferred units will be a new class of securities that will rank senior to the common units representing limited partner interests in NEP (common units). The preferred units will vote on an as-converted basis with the common units and will have certain class voting rights with respect to amendments that adversely affect their distribution, liquidation or conversion rights, their ranking or certain other protections under the NEP partnership agreement.

Holders of the preferred units will receive cumulative quarterly distributions equal to $0.4413 per unit for quarters ending on or before the third anniversary of the issuance date of the preferred units, which will be prorated for the quarter during which the preferred units are issued and which may be paid, at NEP’s election, in cash, in kind or a combination thereof. For quarters ending after the third anniversary of the issuance date, holders will receive cumulative quarterly distributions equal to the greater of $0.4413 per unit and the amount that the preferred units would have received if they had converted into common units at the then-applicable conversion rate (defined below), and NEP may elect to pay up to 1/9th of the subsequent distribution period amounts in kind. The quarterly distribution amount and portion of the distribution that may be paid in kind will be prorated for the quarter that includes the third anniversary of the issuance date. If NEP fails to pay a distribution during a subsequent distribution period, NEP would be unable to pay any distributions on or redeem or repurchase any junior securities, including the common units, prior to paying the unpaid cash component of the quarterly distribution, including any previously accrued and unpaid cash distributions.

Each holder of preferred units (together with its affiliates) may elect to convert all or any portion of its preferred units into common units initially on a one-for-one basis, subject to customary adjustments and an adjustment for any distributions that have accrued but have not been paid when due (the conversion rate), at any time after June 20, 2019, subject to certain conditions. NEP may elect to convert all or a portion of the preferred units into common units based on the conversion rate at any time after the first anniversary of the date of issuance of the preferred units being converted if certain conditions, including specific common unit price and trading volume conditions, are met and subject to certain maximum conversion amounts prior to the third anniversary of the final closing date under the purchase agreement. In addition, certain change of control events, as specified in the NEP partnership agreement, will result in, or provide holders of the preferred units with the right to elect, conversion of preferred units to common units (or substantially equivalent securities of a surviving entity) or redemption of the preferred units, with such redemption to be paid in cash or common units at NEP's discretion. Beginning January 1, 2021, NEP will give the purchasers certain rights to require NEP, under certain circumstances, to initiate underwritten offerings for the common units that are issuable upon conversion of the preferred units.

On October 25, 2017, the board of directors of NEP authorized a distribution of $ 0.3925 per common unit payable on November 14, 2017 to its common unitholders of record on November 6, 2017.

Earnings Per Unit - Diluted earnings per unit are based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of the convertible notes. The dilutive effect of the convertible notes is computed using the if-converted method.

Common units issuable pursuant to the convertible notes which were not included in the calculation of diluted earnings per unit due to their antidilutive effect were approximately 1.4 million and 0.5 million for the three and nine months ended September 30, 2017, respectively.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

7. Accumulated Other Comprehensive Income (Loss)



	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Other Comprehensive Income (Loss) Related to Equity Method Investee			Total
	(millions)
Three months ended September 30, 2017
Balances, June 30, 2017	$	(1	)	$	(102	)	$	(15	)	$	(118	)
Amounts reclassified from AOCI to interest expense	1			—			—			1
Net unrealized gains on foreign currency translation	—			5			—			5
Net other comprehensive income	1			5			—			6
Balances, September 30, 2017	$	—		$	(97	)	$	(15	)	$	(112	)
AOCI attributable to noncontrolling interest	$	(1	)	$	(95	)	$	(16	)	$	(112	)
AOCI attributable to NEP	$	1		$	(2	)	$	1		$	—



	Accumulated Other Comprehensive Income (Loss)
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Other Comprehensive Income (Loss) Related to Equity Method Investee			Total
	(millions)
Nine months ended September 30, 2017
Balances, December 31, 2016	$	(4	)	$	(105	)	$	(16	)	$	(125	)
Amounts reclassified from AOCI to interest expense	4			—			—			4
Net unrealized gains on foreign currency translation	—			8			—			8
Other comprehensive income related to equity method investee	—			—			1			1
Net other comprehensive income	4			8			1			13
Balances, September 30, 2017	$	—		$	(97	)	$	(15	)	$	(112	)
AOCI attributable to noncontrolling interest	$	(1	)	$	(95	)	$	(16	)	$	(112	)
AOCI attributable to NEP	$	1		$	(2	)	$	1		$	—

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



	Accumulated Other Comprehensive Loss
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Losses on Foreign Currency Translation			Other Comprehensive Income (Loss) Related to Equity Method Investee			Total
	(millions)
Three months ended September 30, 2016
Balances, June 30, 2016	$	(8	)	$	(101	)	$	(20	)	$	(129	)
Amounts reclassified from AOCI to interest expense	2			—			—			2
Net unrealized losses on foreign currency translation	—			(1		)	—			(1		)
Other comprehensive income related to equity method investee	—			—			1			1
Net other comprehensive income (loss)	2			(1		)	1			2
Balances, September 30, 2016	$	(6	)	$	(102	)	$	(19	)	$	(127	)
AOCI attributable to noncontrolling interest	$	(6	)	$	(98	)	$	(19	)	$	(123	)
AOCI attributable to NEP	$	—		$	(4	)	$	—		$	(4	)



	Accumulated Other Comprehensive Loss
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Foreign Currency Translation			Other Comprehensive Loss Related to Equity Method Investee			Total
	(millions)
Nine months ended September 30, 2016
Balances, December 31, 2015	$	(11	)	$	(108	)	$	(18	)	$	(137	)
Amounts reclassified from AOCI to interest expense	5			—			—			5
Net unrealized gains on foreign currency translation	—			6			—			6
Other comprehensive loss related to equity method investee	—			—			(1		)	(1		)
Net other comprehensive income (loss)	5			6			(1		)	10
Balances, September 30, 2016	$	(6	)	$	(102	)	$	(19	)	$	(127	)
AOCI attributable to noncontrolling interest	$	(6	)	$	(98	)	$	(19	)	$	(123	)
AOCI attributable to NEP	$	—		$	(4	)	$	—		$	(4	)

8. Related Party Transactions

Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus actual costs incurred in connection with certain O&M and administrative services performed under these agreements. These services are reflected as operations and maintenance in the condensed consolidated statements of income. Additionally, a NEP subsidiary pays an affiliate for transmission services which are reflected as operations and maintenance in the condensed consolidated statements of income. Certain projects have also entered into various types of agreements including those related to shared facilities and transmission lines, transmission line easements, technical support and construction coordination with subsidiaries of NEER whereby certain fees or cost reimbursements are paid to, or received by, certain subsidiaries of NEER.

Management Services Agreement - Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to NEP, including managing NEP’s day to day affairs and providing individuals to act as NEP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo pays NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo also makes

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders. NEP’s O&M expenses for the three and nine months ended September 30, 2017 include approximately $17 million and $49 million , respectively, and for the three and nine months ended September 30, 2016 include $12 million and $28 million , respectively, related to the MSA.

Cash Sweep and Credit Support Agreement - NEP OpCo is a party to a CSCS agreement with NEER under which NEER and certain of its subsidiaries may provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo will pay NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s O&M expenses for the three and nine months ended September 30, 2017 include approximately $1 million and $3 million , respectively, and for the three and nine months ended September 30, 2016 include $1 million and $2 million, respectively, related to the CSCS agreement.

NEER and certain of its subsidiaries may withdraw funds (Project Sweeps) received by NEP OpCo under the CSCS agreement, or its subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its subsidiaries to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its subsidiaries may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings. As of September 30, 2017 and December 31, 2016 , the cash sweep amounts held in accounts belonging to NEER or its subsidiaries were approximately $366 million and $65 million, respectively, and are included in due from related parties on the condensed consolidated balance sheets.

Guarantees and Letters of Credit Entered into by Related Parties - Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH or NEER has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs . In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes . In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above. As of September 30, 2017 , NEECH or NEER guaranteed or provided indemnifications, letters of credit or bonds totaling approximately $657 million related to these obligations. Agreements related to the sale of differential membership interests require NEER to guarantee payments due by the VIEs and the indemnifications to the VIEs' respective investors. As of September 30, 2017 , NEER guaranteed a total of approximately $86 million related to these obligations.

Due to Related Party - Non-current amounts due to related party on the condensed consolidated balance sheets primarily represent amounts owed by certain of NEP's wind projects to NEER to refund NEER for certain transmission costs paid on behalf of the wind projects. Amounts will be paid to NEER as the wind projects receive payments from third parties for related notes receivable recorded in other non-current assets on the condensed consolidated balance sheets.

Transportation and Fuel Management Agreements - In connection with the Texas pipelines acquisition, a subsidiary of NEP assigned to a subsidiary of NEER certain gas commodity agreements in exchange for entering into transportation agreements and a fuel management agreement whereby the benefits of the gas commodity agreements (net of transportation paid to the NEP subsidiary) are passed back to the NEP subsidiary. During the three and nine months ended September 30, 2017 , NEP recognized approximately $2 million and $7 million , respectively, and for the three and nine months ended September 30, 2016 recognized approximately $2 million and $8 million , respectively, in revenues related to the transportation and fuel management agreements.

9. Summary of Significant Accounting and Reporting Policies

Revenue Recognition - In May 2014, the Financial Accounting Standards Board (FASB) issued an accounting standards update, which was subsequently amended, that provides guidance on the recognition of revenue from contracts with customers and requires additional disclosures regarding such contracts. NEP's operating revenues are derived primarily from the sale of energy and performance of natural gas transportation services. NEP continues to evaluate its individual contracts in order to determine the impact, if any, this standards update will have on its consolidated financial statements. NEP intends to apply this standards update using the modified retrospective approach with the cumulative effect, if any, recognized as an adjustment to retained earnings as of January 1, 2018.

Accounting for Partial Sales of Nonfinancial Assets - In February 2017, the FASB issued an accounting standards update regarding the accounting for partial sales of nonfinancial assets. NEP intends to apply this standards update retrospectively with the cumulative

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

effect recognized as an adjustment to retained earnings as of January 1, 2018, concurrent with the FASB's revenue recognition standards update. Based on NEP's current analysis, this standards update is expected to affect the accounting and related financial statement presentation for the sales of differential membership interests to third-party investors. NEP anticipates the liability reflected as deferral related to differential membership interests on NEP's consolidated balance sheets will be reclassified to noncontrolling interests and the amount currently being recognized in benefits associated with differential membership interests - net in NEP's consolidated statements of income will be reflected as a reduction to net income attributable to noncontrolling interests. Additionally, NEP continues to evaluate the sales of differential membership interests to third-party investors to determine if the amount or timing of income attributed to differential membership interests could change materially from amounts recorded under its current accounting method.

Property, Plant and Equipment - net - NEP reviews the estimated useful lives of its fixed assets on an ongoing basis. NEP's most recent review indicated that the actual lives of certain equipment at its wind plants are expected to be longer than those previously estimated for depreciation purposes. As a result, effective January 1, 2017, NEP changed the estimated useful lives of certain wind plant equipment from 30 years to 35 years to better reflect the period during which these assets are expected to remain in service. This change increased net income attributable to NEP by approximately $1 million and $3 million and basic and diluted earnings per unit attributable to NEP by approximately $0.02 and $0.06 for the three and nine months ended September 30, 2017 , respectively. For the year ended December 31, 2017, the change is expected to increase net income attributable to NEP by approximately $5 million .

10. Commitments and Contingencies

Land Use Commitments - The project owners are parties to various agreements that provide for payments to landowners for the right to use the land upon which the projects are located. These leases and easements can typically be renewed by the project owners for various periods. The annual fees range from minimum rent payments varying by lease to maximum rent payments of a certain percentage of gross revenues, varying by lease. Total lease expense was approximately $5 million and $17 million for the three and nine months ended September 30, 2017 , respectively, and $5 million and $16 million for the three and nine months ended September 30, 2016 , respectively, and is included in operations and maintenance expenses in the condensed consolidated statements of income.

The total minimum non-cancelable rental commitments at September 30, 2017 under these land use agreements are as follows:



	Land Use Commitments
	(millions)
Remainder of 2017	$	2
2018	11
2019	11
2020	11
2021	11
Thereafter	360
Total minimum land use payments	$	406

One of NEP’s solar project's land leases includes a right-of-way lease/grant that provides for payments to the BLM for the right to use the public lands upon which the project is located. The lease may be renewed at expiration at the solar project's option and will be subject to the regulations existing at the time of renewal. In connection with the terms of the lease, the solar project obtained a surety bond from a non-affiliated party in favor of the BLM for approximately $23 million . The surety bond remains in effect until the BLM is satisfied that there is no outstanding liability on the bond or satisfactory replacement bond coverage is furnished. Certain varying lease payments are considered contingent rent and, therefore, expense is recognized as incurred.

Development, Engineering and Construction Commitments - At September 30, 2017 , the Texas pipelines had several open engineering, procurement and construction contracts related to the procurement of materials and services. As of September 30, 2017 , the Texas pipelines have remaining commitments under these contracts of approximately $4 million .

Letter of Credit Facilities - Two of NEP’s projects entered into letter of credit (LOC) facilities under which the LOC lenders may issue standby letters of credit not to exceed approximately $107 million in the aggregate. These LOC facilities have maturity dates of June 2022 and July 2022. As of September 30, 2017 , approximately $93 million of LOCs was outstanding primarily related to debt service reserves and as security for certain of the projects' agreements, including a PPA.

NEXTERA ENERGY PARTNERS, LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(unaudited)

Canadian FIT Contracts -The FIT contracts relating to NEP's wind projects located in Canada (Canadian projects) require suppliers to source a minimum percentage of their equipment and services from Ontario resident suppliers to meet the minimum required domestic content level (MRDCL). The MRDCL for two projects is 25% and the MRDCL for the other two projects is 50% . Following their respective CODs, the Canadian projects submitted reports to the Independent Electricity System Operator (IESO) summarizing how they achieved the MRDCL for their respective projects (domestic content reports) and the IESO issued letters to the Canadian projects acknowledging the completeness of their domestic content reports. The IESO has the right to audit the Canadian projects for a period of up to 7 years post-COD to confirm that they complied with the domestic content requirements under their respective FIT contracts and achieved their respective MRDCLs. The failure by any of these projects to achieve its MRDCL could result in a default by such project under its FIT contract, which default may not be possible to cure and could result in a termination of its FIT contract, without compensation, by the IESO. A termination of the FIT contract for any of these Canadian projects could negatively affect revenues generated by such project and have a material adverse effect on NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.

Acquisition Holdback - At December 31, 2016 , the condensed consolidated balance sheets included an acquisition holdback related to the satisfaction of any indemnification obligations of the Texas pipelines sellers through April 2017 (indemnity holdback). During the nine months ended September 30, 2017 the indemnity holdback was released under the terms of the Texas pipelines acquisition agreement and approximately $200 million was paid to the sellers.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

NEP is a growth-oriented limited partnership formed by NEE to acquire, manage and own contracted clean energy projects with stable long-term cash flows. At September 30, 2017 , NEP owned a controlling, non-economic general partner interest and an approximately 34.9% limited partner interest in NEP OpCo. Through NEP OpCo, NEP owns a portfolio of contracted renewable generation assets consisting of wind and solar projects and a portfolio of contracted natural gas pipeline assets.

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2016 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussions, all comparisons are with the corresponding items in the prior year period.

During 2016 and 2017, a subsidiary of NEP completed several acquisitions from NEER, which were transfers of assets between entities under common control and required them to be accounted for as if the transfers occurred since the inception of common control, with prior periods retrospectively adjusted to furnish comparative information. Accordingly, the accompanying condensed consolidated financial statements have been retrospectively adjusted to include the historical results and financial position of the common control acquisitions prior to their respective acquisition dates. See Note 1.

Results of Operations



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016 ^(a)			2017			2016 ^(a)
	(millions)
Statement of Income Data:
OPERATING REVENUES
Renewable energy sales	$	127		$	144		$	419		$	418
Texas pipelines service revenues	50			47			144			138
Total operating revenues	177			191			563			556
OPERATING EXPENSES
Operations and maintenance	56			52			170			146
Depreciation and amortization	50			54			149			161
Taxes other than income taxes and other	5			5			14			14
Total operating expenses	111			111			333			321
OPERATING INCOME	66			80			230			235
OTHER INCOME (DEDUCTIONS)
Interest expense	(50		)	(41		)	(154		)	(203		)
Benefits associated with differential membership interests - net	15			14			60			45
Equity in earnings of equity method investee	11			11			18			19
Equity in earnings (losses) of non-economic ownership interests	9			—			12			(20		)
Revaluation of contingent consideration	—			101			—			118
Other - net	—			—			(2		)	(4		)
Total other income (deductions) - net	(15		)	85			(66		)	(45		)
INCOME BEFORE INCOME TAXES	51			165			164			190
INCOME TAX EXPENSE	13			30			32			23
NET INCOME	$	38		$	135		$	132		$	167

_________________________


(a)	Prior-period financial information has been retrospectively adjusted as discussed in Note 1.

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

Operating Revenues

Operating revenues primarily consist of income from the sale of energy under PPAs and services provided under natural gas transportation agreements. Operating revenues decreased approximately $14 million during the three months ended September 30, 2017 primarily due to unfavorable wind resource of approximately $18 million during 2017, partially offset by $3 million favorable Texas pipelines service revenue.

Operating Expenses

Operations and Maintenance

O&M expense includes interconnection costs, labor expenses, turbine servicing costs, lease royalty payments, insurance, materials, supplies, shared services and administrative expenses attributable to NEP's projects, and costs and expenses under the MSA, ASAs and O&M agreements. See Note 8. O&M expense also includes the cost of maintaining and replacing certain parts for the projects in the portfolio to maintain, over the long-term, operating income or operating capacity. O&M expense increased approximately $4 million during the three months ended September 30, 2017 primarily due to an increase of $6 million in IDR fees related to growth in NEP's distributions to its unitholders, partially offset by the absence of approximately $2 million of accretion of acquisition holdbacks associated with the Texas pipelines acquisition.

Depreciation and Amortization

Depreciation and amortization expense reflects costs associated with depreciation and amortization of NEP's assets, based on consistent depreciable asset lives and depreciation methodologies. For certain U.S. renewable energy projects, CITCs have been elected and are recorded as a reduction in property, plant and equipment - net on the condensed consolidated balance sheets and amortized as a reduction to depreciation and amortization expense over the estimated life of the related property. Depreciation and amortization expense also includes a provision for wind and solar facility dismantlement, asset removal costs and accretion related to asset retirement obligations and the amortization of finite-lived intangible assets.

Depreciation and amortization expense decreased approximately $4 million during the three months ended September 30, 2017 primarily due to the change in the estimated useful lives of certain equipment. See Note 9.

Other Income (Deductions)

Interest Expense

Interest expense primarily consists of interest on long-term debt and mark-to-market losses on interest rate swaps. Interest expense increased approximately $9 million during the three months ended September 30, 2017 primarily due to $4 million in higher interest cost related to additional debt issuances, a $3 million increase in mark-to-market losses on interest rate swaps and a $2 million write-off of deferred debt issuance costs associated with the repayment of certain term loans. See Note 6.

Benefits Associated with Differential Membership Interests - net

Benefits associated with differential membership interests - net reflect benefits recognized by NEP as third-party investors received their portion of the economic attributes, including income tax attributes, of the underlying wind projects net of associated costs. The increase in benefits associated with differential membership interests - net of approximately $1 million during the three months ended September 30, 2017 relates to lower interest costs of approximately $4 million primarily associated with the ongoing paydown of differential membership interest obligations, partially offset by $3 million attributable to unfavorable wind resource.

Equity in Earnings (Losses) of Non-Economic Ownership Interests

Equity in earnings of non-economic ownership interests increased by approximately $9 million during the three months ended September 30, 2017 primarily reflecting a $10 million increase in operating income due to the commencement of the PPA of one of the related projects in November 2016, partially offset by a $1 million increase in the mark-to-market losses on interest rate derivative contracts recorded at the related projects.

Revaluation of Contingent Consideration

For the three months ended September 30, 2016, revaluation of contingent consideration reflects a fair value adjustment of approximately $101 million to decrease the contingent holdback associated with the Texas pipelines acquisition. See Note 3 - Contingent Consideration.

Income Taxes

For the three months ended September 30, 2017 , NEP recorded income tax expense of approximately $13 million on income before income taxes of $51 million, resulting in an effective tax rate of 25% . The tax expense is comprised primarily of income tax expense of $18 million at the statutory rate of 35%, partially offset by income tax benefit of $7 million of income tax attributable to noncontrolling interest.

For the three months ended September 30, 2016 , NEP recorded income tax expense of approximately $30 million on income before income taxes of $165 million, resulting in an effective tax rate of 18% . The tax expense is comprised primarily of income tax expense of $58 million at the statutory rate of 35%, $5 million due to earnings mix and $4 million of state income taxes, partially offset by income tax benefit of $37 million of income tax attributable to noncontrolling interest.

Due to the transition from predecessor to successor method of accounting for income taxes, comparing current period results to the same period in the prior year does not provide meaningful information. See Note 2.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Operating Revenues

Operating revenues increased approximately $7 million during the nine months ended September 30, 2017 primarily due to an increase in Texas pipelines service revenues of approximately $6 million for reimbursable operating costs.

Operating Expenses

Operations and Maintenance

O&M expense increased approximately $24 million during the nine months ended September 30, 2017 primarily due to an increase of $20 million in IDR fees related to growth in NEP's distributions to its unitholders, an increase of $6 million in Texas pipelines reimbursable operating costs and $4 million in renewable asset maintenance costs. These increases were partially offset by the absence of approximately $6 million of accretion of acquisition holdbacks associated with the Texas pipelines acquisition.

Depreciation and Amortization

Depreciation and amortization expense decreased approximately $12 million during the nine months ended September 30, 2017 primarily due to the change in the estimated useful lives of certain equipment. See Note 9.

Other Income (Deductions)

Interest Expense

Interest expense decreased approximately $49 million during the nine months ended September 30, 2017 primarily due to a $62 million decrease in the mark-to-market losses on interest rate swaps, partially offset by an increase of $8 million in higher interest costs related to additional debt issuances, $4 million in higher interest costs related to debt at one of NEP's subsidiaries and a $2 million write-off of deferred debt issuance costs associated with the repayment of certain term loans. See Note 6.

Benefits Associated with Differential Membership Interests - net

The increase in benefits associated with differential membership interests - net of approximately $15 million during the nine months ended September 30, 2017 primarily relates to lower interest costs associated with the ongoing paydown of differential membership interest obligations.

Equity in Earnings (Losses) of Non-Economic Ownership Interests

Equity in earnings of non-economic ownership interests increased by approximately $32 million during the nine months ended September 30, 2017 primarily due to a $17 million increase in operating income due to the commencement of the PPA of one of the related projects in November 2016 and favorable solar resource for one of these projects as well as a $15 million decrease in mark-to-market losses on certain interest rate derivative contracts recorded at the related projects.

Revaluation of Contingent Consideration

For the nine months ended September 30, 2016, revaluation of contingent consideration reflects fair value adjustments of approximately $118 million to decrease the contingent holdback associated with the Texas pipelines acquisition. See Note 3 - Contingent Consideration.

Income Taxes

For the nine months ended September 30, 2017 , NEP recorded income tax expense of approximately $32 million on income before income taxes of $164 million, resulting in an effective tax rate of 20% . The tax expense is comprised primarily of income tax expense of $57 million at the statutory rate of 35%, partially offset by income tax benefits of $5 million of foreign tax differential and $21 million of income tax attributable to noncontrolling interest.

For the nine months ended September 30, 2016 , NEP recorded income tax expense of approximately $23 million on income before income taxes of $190 million, resulting in an effective tax rate of 12% . The tax expense is comprised primarily of income tax expense of $67 million at the statutory rate of 35%, $6 million of state income taxes and $2 million due to earnings mix, partially offset by income tax benefits of $41 million of income tax attributable to noncontrolling interest and $12 million related to the reorganization of Canadian assets.

Liquidity and Capital Resources

NEP’s ongoing operations use cash to fund O&M expenses, maintenance capital expenditures, debt service payments and distributions to common unit holders. NEP expects to satisfy these requirements primarily with internally generated cash flow. In addition, as a growth-oriented limited partnership, NEP expects from time to time to make acquisitions and other investments. These acquisitions and investments are expected to be funded with cash on hand, cash generated from operations, borrowings under credit facilities or term loans, issuances of indebtedness and issuances of additional NEP common units or preferred units.

These sources of funds are expected to be adequate to provide for NEP's short-term and long-term liquidity and capital needs, although its ability to make future acquisitions, expand existing projects and increase its distributions to common unitholders will depend on its ability to access the capital markets on acceptable terms.

As a normal part of its business, depending on market conditions, NEP expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness. In addition, NEP expects from time to time to consider potential investments in new acquisitions. These events may cause NEP to seek additional debt or equity financing, which may not be available on acceptable terms or at all. Debt financing, if available, could impose operating restrictions, additional cash payment obligations and additional covenants.

NEP OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by NEP OpCo or its subsidiaries and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. NEP OpCo will have a claim for any funds that NEER fails to return:


•	when required by its or its subsidiaries’ financings;


•	when its subsidiaries’ financings otherwise permit distributions to be made to NEP OpCo;


•	when funds are required to be returned to NEP OpCo; or


•	when otherwise demanded by NEP OpCo.

In addition, NEER and certain of its subsidiaries may withdraw funds in connection with certain long-term debt agreements and hold those funds in accounts belonging to NEER or its subsidiaries and provide credit support in the amount of such withdrawn funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financings, the lenders will be entitled to draw on credit support provided by NEER in the amount of such withdrawn funds.

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings.

Liquidity Position

At September 30, 2017 and December 31, 2016 , NEP's liquidity position was approximately $765 million and $484 million , respectively. The table below provides the components of NEP’s liquidity position:



	September 30, 2017			December 31, 2016
	(millions)
Cash and cash equivalents	$	135		$	147
Amounts due under the CSCS agreement	366			65
Revolving credit facilities	400			400
Less borrowings	(150		)	(150		)
Letter of credit facilities	107			119
Less letters of credit	(93		)	(97		)
Total ^(a)	$	765		$	484

____________________


(a)	Excludes current restricted cash of approximately $32 million and $33 million at September 30, 2017 and December 31, 2016 , respectively.

Management believes that NEP's liquidity position and cash flows from operations will be adequate to finance O&M, capital expenditures, distributions to its unitholders and liquidity commitments. Management regularly monitors NEP's financing needs consistent with prudent balance sheet management.

Financing Arrangements

Revolving Credit Facilities

During the nine months ended September 30, 2017 , a subsidiary of NEP borrowed $130 million under one of its revolving credit facilities and repaid all outstanding borrowings under such facility. As of September 30, 2017 , there were no amounts outstanding under this revolving credit facility. In October 2017, NEP OpCo and its direct subsidiaries entered into an amendment of this revolving credit facility which, among other things, increased the revolving credit facility size from $250 million to $750 million. See Part II - Item 5 for further discussion.

Project Financings and Term Loans

NEP OpCo and most of the projects in the portfolio are subject to financings that contain certain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of NEP's financings provide for interest payable at a fixed interest rate. However, certain of NEP's financings accrue interest at variable rates based on the London InterBank Offered Rate and two projects accrue interest at a variable rate based upon the three-month Canadian Dealer Offered Rate. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the loan. In addition, under the project financings, each project will be permitted to pay distributions out of available cash on a semi-annual basis so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financings has occurred and is continuing at the time of such distribution or would result therefrom, and each project is otherwise in compliance with the project financing covenants and, for the majority of the project financings, the applicable minimum debt service coverage ratio is satisfied. The majority of NEP's project financings include a minimum debt service coverage ratio of 1.20:1.00 that must be satisfied. For one project financing, the project must maintain a leverage ratio of less than 5.0:1.0 and an interest coverage ratio of at least 2.75:1.00 in order to make a distribution. Under certain term loans, NEP OpCo and one of its direct subsidiaries are required to comply with certain financial covenants, including maintaining a leverage coverage ratio of less than 5.5:1.0 and an interest coverage ratio of at least 1.75:1.00 in order to make a distribution. At September 30, 2017 , NEP's subsidiaries were in compliance with all financial debt covenants under their financings.

In March and April 2017, an indirect subsidiary of NEP entered into and borrowed $350 million under variable rate senior secured term loan agreements that were due to mature in 2018 and 2019. During September 2017, a subsidiary of NEP repaid these term loans and other previously outstanding term loans, collectively totaling $950 million. See Note 6 - Debt.

Senior Notes

During September 2017, NEP issued $300 million in aggregate principal amount of convertible notes. Additionally, NEP OpCo issued $550 million in aggregate principal amount of 4.25% senior notes due 2024 and $550 million in aggregate principal amount of 4.50% senior notes due 2027. See Note 6 - Debt.

Equity Arrangements

During the nine months ended September 30, 2017 , NEP did not issue any common units to the public. At September 30, 2017 , NEP may issue up to approximately $109 million in additional common units under its at-the-market program.

In June 2017, NEP entered into the purchase agreement to issue and sell in a private placement $550 million of Series A convertible preferred units representing limited partner interests in NEP. See Note 6 - Equity.

Contractual Obligations

NEP's contractual obligations as of September 30, 2017 were as follows:



	Remainder of 2017		2018		2019		2020		2021		Thereafter		Total
	(millions)
Debt, including interest ^(a)	$	48	$	294	$	294	$	644	$	310	$	4,082	$	5,672
Contractual obligations ^(b)	8		16		16		14		14		56		124
Revolving credit facilities fees	—		1		—		—		—		—		1
Asset retirement activities ^(c)	—		—		—		—		—		348		348
MSA and credit support ^(d)	2		8		8		8		8		98		132
Land lease payments ^(e)	2		11		11		11		11		360		406
Total	$	60	$	330	$	329	$	677	$	343	$	4,944	$	6,683

____________________


(a)	Includes principal, interest and interest rate contracts. Variable rate interest was computed using September 30, 2017 rates.


(b)	Represents estimated cash payments related to the acquisition of certain development rights and differential membership interests, as well as obligations for certain procurement contracts.


(c)	Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.


(d)	Represents minimum fees under the MSA and CSCS agreement. See Note 8.


(e)	Represents various agreements that provide for payments to landowners for the right to use the land upon which the projects are located.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements by the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including construction expenditures that are expected to increase NEP OpCo’s operating income or operating capacity over the long-term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the nine months ended September 30, 2017 and 2016 , NEP had capital expenditures of approximately $32 million and $564 million, respectively. The 2016 capital expenditures primarily relate to construction prior to the NEP acquisition date and exclude the purchase price of acquired projects. At September 30, 2017 , estimated capital expenditures for NEP's renewable energy projects for the remainder of 2017 and 2018 totaled approximately $2 million and $4 million, respectively. Planned capital expenditures associated with the Texas pipelines for the remainder of 2017 and 2018 totaled approximately $4 million and less than $1 million, respectively. There are no additional significant planned capital expenditures for the remainder of 2017 through 2021 other than costs that may occur as acquisition or expansion opportunities arise. These estimates are subject to continuing review and adjustment and actual capital expenditures may vary significantly from these estimates.

Cash Distributions to Unitholders

NEP's partnership agreement requires it to distribute available cash quarterly. Generally, available cash is all cash on hand at the date of determination relating to that quarter (including any expected distributions from NEP OpCo), less the amount of cash reserves established by NEP's board of directors. NEP currently expects that cash reserves would be established solely to provide for the payment of income taxes by NEP, if any. Cash flow is generated from distributions NEP receives from NEP OpCo each quarter. Although, as described above, NEP currently expects that cash reserves would be established by NEP's board of directors solely to provide for the payment of any of NEP's income taxes, NEP expects NEP OpCo to establish cash reserves prior to making distributions to NEP to pay costs and expenses of NEP's subsidiaries, in addition to NEP's expenses, as well as any debt service requirements and future capital expenditures.

NEP OpCo's partnership agreement requires it to distribute all of its available cash to its common and preferred unitholders, including NEP, each quarter. Generally, NEP OpCo's available cash is all cash on hand at the date of determination relating to that quarter, plus any funds borrowed, less the amount of cash reserves established by NEP OpCo GP. The majority of such available cash will be derived from the operations of the projects. The cash available for distribution is likely to fluctuate from quarter to quarter, and in some cases significantly, as a result of the performance of the projects, seasonality, fluctuating wind resource, maintenance and outage schedules, timing of debt service and other factors.

During the nine months ended September 30, 2017 , NEP distributed approximately $60 million to its common unitholders. On October 25, 2017, the board of directors of NEP authorized a distribution of $ 0.3925 per common unit payable on November 14, 2017 to its common unitholders of record on November 6, 2017.

Credit Ratings

Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P) and Fitch Ratings (Fitch) assigned initial credit ratings to NEP during the second quarter of 2017. NEP’s liquidity, ability to access credit and capital markets and cost of borrowings could be impacted by its credit ratings. At September 30, 2017, NEP's credit ratings were as follows:



	Moody's ^(a)	S&P ^(a)	Fitch ^(a)
NEP corporate credit rating ^(b)	Ba1	BB	BB+

_________________________

(a) A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.

(b) The outlook indicated by each of Moody's, S&P and Fitch is stable.

Cash Flows

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table reflects the changes in cash flows for the comparative periods:



	2017			2016			Change
	(millions)
Nine Months Ended September 30,
Net cash provided by operating activities	$	237		$	260		$	(23	)
Net cash used in investing activities	$	(569	)	$	(1,479	)	$	910
Net cash provided by financing activities	$	319		$	1,186		$	(867	)

Net Cash Provided by Operating Activities

The decrease in net cash provided by operating activities was primarily driven by approximately $20 million of higher IDR fees and the $14 million portion of the acquisition holdback payment reflected as cash flows from operating activities. This was partially offset by approximately $14 million in distributions from an equity method investee.

Net Cash Used in Investing Activities

The decrease in net cash used in investing activities was driven by lower project acquisitions during 2017, decreased capital expenditures related to construction activities as a result of the completion of two wind projects at the end of 2015 prior to the NEP acquisition date, decreases in restricted cash balances related to the timing of construction payments and increased payments to related parties under the CSCS agreement.



	2017			2016
	(millions)
Nine Months Ended September 30,
Acquisition of membership interests in subsidiaries	$	(242	)	$	(641	)
Capital expenditures	(32		)	(535		)
Changes in restricted cash	6			(23		)
Payments to related parties under CSCS agreement - net	(301		)	(280		)
Net cash used in investing activities	$	(569	)	$	(1,479	)

Net Cash Provided by Financing Activities

The decrease in net cash provided by financing activities primarily reflects the absence of issuances of additional NEP common units to the public, an absence of pre-acquisition member contributions and increased member distributions. This was partially offset by increased net issuances of debt, in part to pay the acquisition holdback and for a project acquisition.



	2017			2016
	(millions)
Nine Months Ended September 30,
Proceeds from issuance of common units - net	$	—		$	645
Issuances of long-term debt - net	709			194
Partners/Members' contributions	2			510
Partners/Members' distributions	(185		)	(166		)
Repayments of short-term debt	—			(12		)
Payment of acquisition holdback	(186		)	—
Other	(21		)	15
Net cash provided by financing activities	$	319		$	1,186

New Accounting Rules and Interpretations

Revenue Recognition - In May 2014, the FASB issued an accounting standards update related to the recognition of revenue from contracts with customers and required disclosures. See Note 9 - Revenue Recognition.

Accounting for Partial Sales of Nonfinancial Assets - In February 2017, the FASB issued an accounting standards update regarding the accounting for partial sales of nonfinancial assets. See Note 9 - Accounting for Partial Sales of Nonfinancial Assets.

Quantitative and Qualitative Disclosures about Market Risk

NEP is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with its business. The types of market risks include interest rate, counterparty credit and foreign currency risks.

Interest Rate Risk

NEP is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. NEP manages interest rate exposure by monitoring current interest rates, entering into interest rate swap contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.

NEP has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of September 30, 2017 , approximately 11% of the long-term debt, including current maturities, was exposed to fluctuations in interest expense while the remaining balance was either fixed rate debt or financially hedged. As of September 30, 2017 , the estimated fair value of NEP's long-term debt was approximately $4.5 billion and the carrying value of the long-term debt was $4.3 billion. Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the fair value of NEP's long-term debt would increase by approximately $116 million.

Counterparty Credit Risk

Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. NEP monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. NEP also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Foreign Currency Risk

Because NEP has Canadian operations, it is exposed to foreign currency exchange gains and losses. Since the functional currency of NEP's Canadian operations is in their local currency, the currency effects of translating the financial statements of those Canadian subsidiaries, which operate in local currency environments, are included in the accumulated other comprehensive income (loss) component of consolidated equity and do not impact earnings. However, gains and losses related to foreign currency transactions not in NEP's subsidiaries’ functional currency do impact earnings and resulted in less than $1 million of gains or losses during all periods presented. NEP has certain foreign currency exchange contracts to economically hedge its cash flows from foreign currency rate fluctuations. See Note 4.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion - Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of September 30, 2017 , NEP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and the chief financial officer of NEP, of the effectiveness of the design and operation of NEP's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of NEP concluded that NEP's disclosure controls and procedures were effective as of September 30, 2017 .

(b) Changes in Internal Control Over Financial Reporting

NEP is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout NEP. However, there has been no change in NEP's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during NEP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NEP's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the August 7, 2017 Form 8-K. The factors discussed in the August 7, 2017 Form 8-K, as well as other information set forth in this report, which could materially adversely affect NEP's business, financial condition, results of operations, cash available for distribution and prospects should be carefully considered. The risks in the August 7, 2017 Form 8-K are not the only risks facing NEP. Additional risks and uncertainties not currently known to NEP, or that are currently deemed to be immaterial, also may materially adversely affect NEP's business, financial condition, results of operations, cash available for distribution and prospects.

Item 5. Other Information

(a)

(i) On October 24, 2017, NEP OpCo and its direct subsidiaries (loan parties) entered into an amendment and restatement of their existing revolving credit facility. The amendments to the revolving credit facility include, among other things, the following:

• an increase in the revolving credit facility size from $250 million to $750 million,

• an extension of the maturity from July 2019 to October 2022, and

• an increase in incremental commitments to increase the revolving credit facility to up to $1.5 billion in the aggregate, from the previous aggregate amount of up to $1 billion, subject to certain conditions.

The revolving credit facility is secured by liens on, among other things, certain assets of NEP OpCo's direct subsidiaries. The revolving credit facility contains default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the facility and related documents. Additionally, NEP OpCo and one of its direct subsidiaries are required to comply with certain financial covenants on a quarterly basis and NEP OpCo’s ability to pay cash distributions is subject to certain other restrictions. All borrowings under the revolving credit facility are guaranteed by NEP OpCo and NEP.

The foregoing summary of the amendments to the revolving credit facility is qualified in its entirety by reference to the Amended and Restated Revolving Credit Agreement, which is filed as Exhibit 10.6 to this report and is incorporated herein by reference.

(ii) On October 25, 2017, an indirect subsidiary of NextEra Energy Partners Acquisitions, LLC (the purchaser), an indirect subsidiary of NEP, entered into an amendment to the amended and restated purchase and sale agreement, dated as of February 22, 2016, as amended on September 8, 2016 (collectively, the purchase and sale agreement) with NEP US SellCo, LLC (the seller), an indirect wholly-owned subsidiary of NEER, and ESI Energy, LLC, a direct subsidiary of NEECH. Pursuant to the terms of the purchase and sale agreement, the purchaser agreed to acquire:

• 100% of the membership interests of Javelina Wind Funding, LLC, which owns 100% of the Class A membership interests of Javelina Wind Energy Holdings, LLC, that owns an approximately 250 MW wind generation facility, Javelina I, located in Webb County, Texas;

• 100% of the membership interests of Nokota Wind Holdings, LLC, which owns 100% of the Class A membership interests of Nokota Wind, LLC, that indirectly owns two wind generation facilities, Brady Wind I and Brady Wind II, with a combined generating capacity of approximately 299 MW, located in Hettinger and Stark counties, North Dakota; and

• an approximately 51.8% interest in NextEra Desert Sunlight Holdings, LLC, which owns 50.0% of the economic interest in Desert Sunlight Investment Holdings, LLC, which owns two project entities that together make up a solar generation plant with a total generating capacity of 550 MW, located in Riverside County, California.

The purchase and sale agreement contains customary representations, warranties and covenants by the parties. The parties are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

NEP expects the acquisition to close before December 31, 2017 for a total consideration of approximately $812 million, subject to customary working capital and other adjustments, plus the assumption of approximately $459 million in existing liabilities related to differential membership interests. The transaction is subject to customary closing conditions and the receipt of certain regulatory approvals. NEP intends to fund the purchase price through a combination of the net proceeds from the issuance of the preferred units and cash on hand.

The terms of the purchase and sale agreement were unanimously approved by NEP’s conflicts committee, which is comprised of the independent members of the board of directors of NEP. The conflicts committee retained independent

legal and financial advisors to assist in evaluating and negotiating the acquisition. In approving the acquisition, the conflicts committee based its decision, in part, on an opinion from its independent financial advisor.

The foregoing summary of the purchase and sale agreement is qualified in its entirety by reference to Exhibits 2.1 and 2.2 to this report, which are incorporated herein by reference.

Item 6. Exhibits



Exhibit Number		Description
2.1		Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016, by and between NEP US SellCo, LLC and NextEra Energy Partners Acquisitions, LLC, as amended by First Global Amendment to Amended and Restated Purchase and Sale Agreement, dated as of September 8, 2016, by and between NEP US SellCo, LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC
2.2		Amendment to Amended and Restated Purchase and Sale Agreement (Desert Sunlight, Nokota, and Javelina Projects Annex), dated as of October 25, 2017, by and among NEP US SellCo LLC, NextEra Energy Partners Acquisitions, LLC and ESI Energy, LLC
3.1*		Second Amended and Restated Agreement of Limited Partnership of NextEra Energy Partners, LP, dated as of August 4, 2017 (filed as Exhibit 3.1 to Form 8-K dated August 4, 2017, File No. 1-36518)
4.1*		Indenture, dated as of September 8, 2017, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to Form 8-K dated September 8, 2017, File No. 1-36518)
4.2*		Indenture, dated as of September 25, 2017, between NextEra Energy Operating Partners, LP and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to Form 8-K dated September 19, 2017, File No. 1-36518)
4.3*		Guarantee Agreement dated as of September 25, 2017, between NextEra Energy Partners, LP and The Bank of New York Mellon, as guarantee trustee (filed as Exhibit 4.2 to Form 8-K dated September 19, 2017, File No. 1-36518)
4.4*		Guarantee Agreement dated as of September 25, 2017, between NextEra Energy US Partners Holdings, LLC and The Bank of New York Mellon, as guarantee trustee (filed as Exhibit 4.3 to Form 8-K dated September 19, 2017, File No. 1-36518)
4.5*		Officer's Certificate of NextEra Energy Operating Partners, LP, dated September 25, 2017, creating the 4.25% Senior Notes due 2024 and the 4.50% Senior Notes due 2027 (filed as Exhibit 4.4 to Form 8-K dated September 19, 2017, File No. 1-36518)
10.1*		Second Amended and Restated Agreement of Limited Partnership of NextEra Energy Operating Partners, LP, dated as of August 4, 2017 (filed as Exhibit 10.1 to Form 8-K dated August 4, 2017, File No. 1-36518)
10.2*		Second Amended and Restated Management Services Agreement, dated as of August 4, 2017, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners GP, LLC, NextEra Energy Operating Partners, LP, and NextEra Energy Management Partners, LP (filed as Exhibit 10.2 to Form 8-K dated August 4, 2017, File No. 1-36518)
10.3*		Right of First Refusal Agreement, dated as of August 4, 2017, by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP, and NextEra Energy Resources, LLC (filed as Exhibit 10.3 to Form 8-K dated August 4, 2017, File No. 1-36518)
10.4		Amended and Restated Right of First Offer Agreement by and among NextEra Energy Partners, LP, NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of August 4, 2017
10.5		Amended and Restated Cash Sweep and Credit Support Agreement by and between NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of August 4, 2017
10.6		Amended and Restated Revolving Credit Agreement by and between NextEra Energy Canada Partners Holdings, ULC, NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders party thereto, dated as of October 24, 2017
12		Computation of Ratios
31(a)		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of NextEra Energy Partners, LP
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of NextEra Energy Partners, LP
32		Section 1350 Certification of NextEra Energy Partners, LP
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.PRE		XBRL Presentation Linkbase Document
101.CAL		XBRL Calculation Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.DEF		XBRL Definition Linkbase Document

____________________


*	Incorporated herein by reference.

NEP agrees to furnish to the SEC upon request any instrument with respect to long-term debt that NEP has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 26, 2017



NEXTERA ENERGY PARTNERS, LP
(Registrant)


TERRELL KIRK CREWS, II
Terrell Kirk Crews, II Controller and Chief Accounting Officer (Principal Accounting Officer)

Exhibit 2.1

AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

by and between

NEP US SELLCO, LLC

as Seller,

and

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

as Purchaser

dated as of February 22, 2016

TABLE OF CONTENTS



		Page
ARTICLE I DEFINITIONS AND CONSTRUCTION		1
Section 1.1	Definitions	1
Section 1.2	Rules of Construction	2
ARTICLE II PURCHASE AND SALE		3
Section 2.1	Purchase and Sale	3
Section 2.2	Purchase Price	3
ARTICLE III CLOSING AND CLOSING CONDITIONS		3
Section 3.1	Closing	3
Section 3.2	Closing Deliveries by Seller	4
Section 3.3	Closing Deliveries by Purchaser	4
Section 3.4	Conditions Precedent to the Obligations of Purchaser and Seller	5
Section 3.5	Conditions Precedent to the Obligations of Seller	5
Section 3.6	Conditions Precedent to the Obligations of Purchaser	6
Section 3.7	Frustration of Closing Conditions	7
ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING SELLER		7
Section 4.1	Organization	7
Section 4.2	Authority; Enforceability	7
Section 4.3	The Interest	7
Section 4.4	No Violation or Breach; Consents and Approvals	7
Section 4.5	Brokers	8
Section 4.6	Additional Representations and Warranties	8
ARTICLE V REPRSENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES		8
Section 5.1	Organization	8
Section 5.2	Capitalization	9
Section 5.3	No Violation or Breach; Consents and Approval	9
Section 5.4	Business	10
Section 5.5	Bank Accounts	10
Section 5.6	Legal Proceedings	10
Section 5.7	Compliance with Laws and Orders	10
Section 5.8	Liabilities	10
Section 5.9	Taxes	10
Section 5.10	Regulatory Status	11
Section 5.11	Contracts	11
Section 5.12	Real Property	13
Section 5.13	Permits	14
Section 5.14	Environmental Matters	15
Section 5.15	Intellectual Property	16
Section 5.16	Brokers	16
Section 5.17	Employee Matters	16
Section 5.18	Employee Benefits	16
Section 5.19	Financial Statements	17
Section 5.20	Absence of Certain Changes	17
Section 5.21	Insurance	17



Section 5.22	Projections	17
Section 5.23	Disclosure	17
Section 5.24	Additional Representations and Warranties	17
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER		17
Section 6.1	Organization	17
Section 6.2	Authority	18
Section 6.3	No Violation or Breach; Consents and Approvals	18
Section 6.4	Brokers	18
Section 6.5	Acquisition as Investment	18
Section 6.6	Opportunity for Independent Investigation; No Other Representations	19
Section 6.7	Legal Proceedings	19
Section 6.8	Compliance with Laws and Orders	19
Section 6.9	Additional Representations and Warranties	19
ARTICLE VII COVENANTS AND AGREEMENTS		19
Section 7.1	Regulatory and Other Approvals	19
Section 7.2	Access of Purchaser	20
Section 7.3	Certain Restrictions	21
Section 7.4	Spare Parts	22
Section 7.5	Casualty	22
Section 7.6	Condemnation	23
Section 7.7	Updating	23
Section 7.8	Announcements	23
Section 7.9	Post-Closing Books and Records	24
Section 7.10	Further Assurances	24
Section 7.11	Distributions	24
Section 7.12	Excluded Items	24
Section 7.13	Additional Covenants	25
ARTICLE VIII TERMINATION		25
Section 8.1	Termination of Agreement	25
Section 8.2	Effect of Termination	25
ARTICLE IX TAXES		26
Section 9.1	Transfer Taxes	26
Section 9.2	Tax Matters	26
Section 9.3	Treatment of Payments	29
ARTICLE X INDEMNIFICATION, LIMITATIONS OF LIABILITY AND WAIVERS		29
Section 10.1	Indemnification	29
Section 10.2	Limitations of Liability	30
Section 10.3	Notice; Duty to Mitigate	31
Section 10.4	Indirect Claims	32
Section 10.5	Waiver of Other Representations	32
Section 10.6	Environmental Waiver and Release	33
Section 10.7	Waiver of Remedies	34
Section 10.8	Indemnification Procedures	34
Section 10.9	Access to Information	36
ARTICLE XI CONFIDENTIALITY		36
Section 11.1	Pre-Closing Confidential Information	36



Section 11.2	Post-Closing Seller Confidential Information	37
Section 11.3	Post-Closing Purchaser Confidential Information	38
Section 11.4	Limitations on Confidential Information	38
ARTICLE XII MISCELLANEOUS		40
Section 12.1	Notices	40
Section 12.2	Remedies	41
Section 12.3	Entire Agreement	41
Section 12.4	Expenses	42
Section 12.5	Schedules	42
Section 12.6	Nature of Representations and Warranties	42
Section 12.7	Waiver	42
Section 12.8	Amendment; Amendments Relating Only to an Acquired Companies Acquisition	43
Section 12.9	No Third Party Beneficiary	43
Section 12.10 Assignment; Binding Effect		43
Section 12.11 Headings		43
Section 12.12 Invalid Provisions		43
Section 12.13 Counterparts; Facsimile		44
Section 12.14 Governing Law; Waiver of Jury Trail; Service of Process		44
Section 12.15 Alternative Dispute Resolution		44
Section 12.16 ROFO Projects		47
Section 12.17 Amendment and Restatement		47

iii



EXHIBITS
Exhibit A		Defined Terms
Exhibit B		Form of Assignment and Assumption Agreement
Exhibit C-1		Form of Officer’s Certificate of Seller
Exhibit C-2		Form of Officer’s Certificate of Purchaser
Exhibit D		Form of Secretary’s Certificate
Exhibit E		Form of Incumbency Certificate
Exhibit F		Form of Guaranty Agreement
Exhibit G		Form of Additional Acquired Companies Amendment

AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of February 22, 2016 (the “ Amendment and Restatement Effective Date ”), by and between NEP US SELLCO , LLC , a Delaware limited liability company (“ Seller ”), and NEXTERA ENERGY PARTNERS ACQUISITIONS , LLC , a Delaware limited liability company (“ Purchaser ”).

RECITALS

WHEREAS, Seller and Purchaser have heretofore entered into that certain Purchase and Sale Agreement, dated as of April 28, 2015 (the “ Original Agreement ”) pursuant to which Seller sold to Purchaser, and Purchaser purchased from Seller, the “Interests” described in each of the (i) the Ashtabula Wind III Acquired Companies Annex, (ii) the Baldwin Wind Acquired Companies Annex, (iii) the Mammoth Plains Wind Acquired Companies Annex and (iv) the Stateline Wind Acquired Companies Annex attached to the Original Agreement (collectively, the “ Original Acquired Companies Annexes ”);

WHEREAS, pursuant to Section 12.8(b) of the Original Agreement, the Parties may amend the Original Agreement to include one or more additional Acquired Companies Annexes by executing an amendment or amendments in the form of Exhibit G thereto, which shall include as an attachment thereto the form of such Acquired Companies Annex (each, a “ Future Acquired Companies Annex ”);

WHEREAS, the Parties wish to make certain amendments to the Original Agreement that will be applicable to any Acquired Companies Acquisition that is made pursuant to a Future Acquired Companies Annex and to make the terms and provisions of the Original Agreement applicable solely to the Acquired Companies Acquisitions made pursuant to the Original Agreement and the Original Acquired Companies Annexes; and

WHEREAS, in order to achieve the foregoing purposes, the Parties agree to amend and restate the Original Agreement in its entirety as hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Purchaser and Seller hereby agree as follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions . Terms defined in the preamble or other Sections of this Agreement and in the applicable Acquired Companies Annexes shall have the meanings set forth therein and the terms defined in Exhibit A shall have the meanings set forth therein.

Section 1.2 Rules of Construction.

(a) All “Article,” “Section,” “Exhibit” and “Acquired Companies Annex” references used in this Agreement are to articles, sections, exhibits and annexes to this Agreement unless otherwise specified. All “Schedule” references used in this Agreement are to schedules to the Acquired Companies Annexes unless otherwise specified. The Exhibits and Acquired Companies Annexes attached to this Agreement and the Schedules attached to each of the Acquired Companies Annexes constitute a part of this Agreement and are

incorporated herein for all purposes and references to this Agreement shall include a reference to all Exhibits, Acquired Companies Annexes and Schedules, as the same may be amended, modified or supplemented from time to time.

(b) A term defined as one part of speech (such as a noun) shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. A term defined in the singular number shall include the correlative plural and vice versa. The words “includes” or “including” shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear (except where a particular section or article is specified) and unless otherwise specified, any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder. All references to a particular entity shall include a reference to such entity’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement. References to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced from time to time. The word “or” will have the inclusive meaning represented by the phrase “and/or.” “Shall” and “will” mean “must”, and shall and will have equal force and effect and express an obligation. “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form. The titles, captions or headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(c) Time is of the essence in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Relative to the determination of any period of time, “from” means “including and after,” “to” means “to but excluding” and “through” means “through and including.”

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under, and all accounting determinations hereunder shall be made in accordance with, GAAP.

(e) Any reference in this Agreement to “$” or “dollars” shall mean U.S. dollars.

(f) Each Party acknowledges that this Agreement was negotiated by it with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.

(g) The Parties acknowledge and agree that each Acquired Companies Acquisition (as defined below) is intended to be independent of each other Acquired Companies Acquisition to the same extent as though the Parties had executed a separate purchase and sale agreement for each Acquired Companies Acquisition that incorporates, in each case, the common terms and provisions of this Agreement and the specific terms and provisions of each applicable Acquired Companies Annex. Such transactions have been included in this Agreement for convenience. Accordingly, this Agreement should be construed and interpreted in a manner that preserves the independent nature of each Acquired Companies Acquisition and, unless the context otherwise requires, each of the covenants, representations and warranties, indemnification obligations and applicable limitations thereon and other terms and provisions of this Agreement shall be applied to give effect to such intention of the Parties. To the extent that any provision in an Acquired Companies Annex

conflicts with the provisions of this Agreement (excluding each Acquired Companies Annex), the terms of such Acquired Companies Annex shall control.

ARTICLE II
PURCHASE AND SALE

Section 2.1 Purchase and Sale . On the terms and subject to the conditions set forth in this Agreement, including any applicable Acquired Companies Annex, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, on a Closing Date, all of Seller’s right, title and interest in, to and under, each Interest with respect to which the Closing is occurring.

Section 2.2 Purchase Price . The aggregate consideration to be paid for the purchase of each Interest shall consist of the payment of the amounts described in the Acquired Companies Annex applicable to such Interest.

ARTICLE III
CLOSING AND CLOSING CONDITIONS

Section 3.1 Closing . With respect to each Acquired Companies Acquisition, subject to the satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the sale of the Interest and the consummation of such Acquired Companies Acquisition (each, a “ Closing ”) shall take place at the offices of Seller (or at such other place as the Parties may designate in writing) on the third (3 ^rd ) Business Day following the date on which all of the applicable Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such Closing Conditions) or waived by the Party entitled to waive the applicable Closing Condition, unless another date is agreed to in writing by Purchaser and Seller. Unless otherwise agreed by the Parties in writing, the Closing shall be deemed effective and all right, title and interest of Seller in the applicable Interest to be acquired by Purchaser shall be considered to have passed to Purchaser as of 12:01 a.m. Eastern Time on the Closing Date. The Closing of any Acquired Companies Acquisition may occur simultaneously with the Closing or Closings of one or more other Acquired Companies Acquisitions or the Closings of one or more Acquired Companies Acquisitions may occur on separate Closing Dates, subject in each case to each Closing occurring prior to the termination of this Agreement or, if applicable, the partial termination of this Agreement with respect to the Acquired Companies Acquisition with respect to which the Closing is to occur.

Section 3.2 Closing Deliveries by Seller . At each Closing, Seller shall deliver to Purchaser:

(a) an assignment and assumption agreement with respect to the applicable Interest duly executed by Seller, substantially in the form attached hereto as Exhibit B ;

(b) a duly executed non-foreign person affidavit of Seller dated as of the applicable Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;

(c) (i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Seller substantially in the form attached as Exhibit C-1 , (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached

as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Seller substantially in the form attached as Exhibit E ;

(d) a guaranty agreement duly executed by the Guarantor, substantially in the form attached hereto as Exhibit F (the “ Guaranty Agreement ”); and

(e) all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 1 of Part IV of the applicable Acquired Companies Annex, to be delivered by Seller at or prior to the applicable Closing.

Section 3.3 Closing Deliveries by Purchaser . At each Closing, Purchaser shall deliver to Seller:

(a) the Closing Purchase Price;

(b) an assignment and assumption agreement with respect to the applicable Interest duly executed by Purchaser, substantially in the form attached hereto as Exhibit B ;

(c) (i) a certificate, dated as of the applicable Closing Date and executed by an authorized officer of Purchaser substantially in the form attached as Exhibit C-2 , (ii) a certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit D and (iii) an incumbency certificate, dated as of the applicable Closing Date and executed by the Secretary or Assistant Secretary of Purchaser substantially in the form attached as Exhibit E ; and

(d) all other previously undelivered certificates, agreements and other documents required by this Agreement, including paragraph 2 of Part IV of the applicable Acquired Companies Annex, to be delivered by Purchaser at or prior to the applicable Closing.

Section 3.4 Conditions Precedent to the Obligations of Purchaser and Seller . The respective obligations of each Party to this Agreement to consummate any Acquired Companies Acquisition are subject to the satisfaction or written waiver, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser in whole or in part to the extent permitted by applicable Law):

(a) there shall not be in effect any Law enacted, issued, entered or promulgated by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the applicable Acquired Companies Acquisition;

(b) there shall not be pending any suit, action or proceeding filed by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the applicable Acquired Companies Acquisition;

(c) all Consents or orders of, or expirations of waiting periods imposed by, any Governmental Authority, that are legally required for the consummation of the applicable Acquired Companies Acquisition shall have occurred or been filed or obtained and shall be in full force and effect;

(d) the Company Consents (other than those referred to in Section 3.4(c) ) that are marked with an asterisk on Schedule 5.3 to such Acquired Companies Annex shall have been obtained and be in full force and effect; and

(e) each of the additional conditions, if any, described in paragraph 1 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Seller and Purchaser.

Section 3.5 Conditions Precedent to the Obligations of Seller . The obligations of Seller to consummate any Acquired Companies Acquisition are subject to the satisfaction or written waiver on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Purchaser set forth in Article VI hereof that are applicable to the applicable Acquired Companies Acquisition and the Acquired Companies described in the applicable Acquired Companies Annex shall be true and correct in all material respects on and as of the applicable Closing Date (except for any such representations and warranties that are qualified by materiality or Purchaser Material Adverse Effect which shall be true and correct in all respects) with the same effect as though made at and as of such date, and Seller shall have received a certificate substantially in the form attached as Exhibit C-2 signed by an authorized officer of Purchaser, dated the applicable Closing Date, to the foregoing effect;

(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the applicable Closing Date and Seller shall have received a certificate substantially in the form attached as Exhibit C-2 signed by an authorized officer of Purchaser, dated as of such Closing Date, to the foregoing effect;

(d) Purchaser shall have executed and delivered, or caused to be executed and delivered, to Seller all of the items referred to in Section 3.3 ; and

(e) each of the additional conditions, if any, described in paragraph 2 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Seller.

Section 3.6 Conditions Precedent to the Obligations of Purchaser . The obligations of Purchaser to consummate any Acquired Companies Acquisition are subject to the satisfaction or written waiver, on or prior to the applicable Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Seller set forth in Article IV and Article V hereof that are applicable to the applicable Acquired Companies Acquisition and the Acquired Companies described in the applicable Acquired Companies Annex shall be true and correct in all material respects on and as of the applicable Closing Date (except for any such representations and warranties that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) with the same effect as though made at and as of such date, and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the applicable Closing Date, to the foregoing effect;

(b) Seller shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Seller on or prior to the applicable Closing Date and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated as of the applicable Closing Date, to the foregoing effect;

(c) Seller shall have executed and delivered, or caused to be executed and delivered, to Purchaser all of the items referred to in Section 3.2 ;

(d) from and after the applicable Effective Date, there shall not have occurred any Material Adverse Effect;

(e) the applicable Project Company shall have been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement and Purchaser shall have received a certificate substantially in the form attached as Exhibit C-1 signed by an authorized officer of Seller, dated the applicable Closing Date, to the foregoing effect; and

(f) each of the additional conditions, if any, described in paragraph 3 of Part V of the applicable Acquired Companies Annex have been satisfied or waived by Purchaser.

Section 3.7 Frustration of Closing Conditions . Neither Seller nor Purchaser may rely on the failure of any Closing Condition if such failure was caused directly or indirectly by such Person’s failure to comply with any provision of this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING SELLER

Section 4.1 Organization . Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation.

Section 4.2 Authority; Enforceability . Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to hold, sell and transfer each Interest. The execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action on behalf of Seller. This Agreement and the Transaction Documents to which Seller is a party have been duly and validly executed and delivered by Seller and constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 4.3 The Interest . With respect to each Acquired Companies Annex, Seller is the sole member of each Company described in such Acquired Companies Annex, and holds such Interest free of all Encumbrances or restrictions on transfer other than (a) those arising under the Organizational Documents of the Company, (b) those arising under this Agreement, (c) those securing Taxes not yet due and payable, (d) those arising under any applicable securities Laws of any jurisdiction and (e) those described in Schedule 4.3 to the applicable Acquired Companies Annex for such Company. Seller is the only Person with an interest in the profits, losses, distributions and capital of, or other economic interest in, each Company. Each such Interest is validly issued and fully paid. Seller has good and valid title to each such Interest, free and clear of all Encumbrances other than as provided in the first sentence of Section 4.3 .

Section 4.4 No Violation or Breach; Consents and Approvals . With respect to each Acquired Companies Acquisition, the execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party do not, and the performance by Seller of its obligations under this Agreement and the Transaction Documents to which Seller is or will be a party will not:

(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller;

(b) assuming all of the Seller Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, result in a violation or a breach of, default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any material Contract to which Seller is a party or Permit, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a Material Adverse Effect; or

(c) assuming all of the Seller Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, (i) result in a violation or breach of any term or provision of any Law applicable to Seller, except as would not have a Material Adverse Effect or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 4.5 Brokers . Seller has no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to any Acquired Companies Acquisition for which Purchaser or any Acquired Company could become liable or obligated.

Section 4.6 Additional Representations and Warranties . The additional representations and warranties of Seller set forth in paragraph 1 of Part VI of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE V
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser with respect to each of the Acquired Companies described in such Acquired Companies Annex:

Section 5.1 Organization . Each Acquired Company is a limited liability company duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation, and has all requisite limited liability company power and authority, as applicable, to conduct its business as it is now being conducted and to own, lease and operate its assets. Each Acquired Company is duly qualified or authorized to do business as a foreign company and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect. Prior to the applicable Effective Date, Seller has made available to Purchaser complete and correct copies of the Organizational Documents of each Acquired Company, each as amended, restated or otherwise supplemented to the applicable Effective Date, and such documents are in full force and effect.

Section 5.2 Capitalization.

(a) Schedule 5.2 to the applicable Acquired Companies Annex accurately sets forth the ownership structure and capitalization of each Acquired Company as of the applicable Effective Date.

(b) Except as set forth on Schedule 5.2 to the applicable Acquired Companies Annex, (i) there are no outstanding Equity Securities of any Acquired Company; (ii) no Acquired Company has granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any unissued interests, units or other securities (including convertible securities, warrants or convertible obligations of any nature) of any Acquired Company; and (iii) none of the Equity Securities of any Acquired Company are subject to any voting trust, member or partnership agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Equity Securities of any Acquired Company, other than the Organizational Documents of any Acquired Company.

(c) Except for the Company’s ownership of the Project Company Interests and as set forth on Schedule 5.2 to the applicable Acquired Companies Annex, none of the Acquired Companies have subsidiaries or own Equity Interests in any Person.

Section 5.3 No Violation or Breach; Consents and Approval . With respect to each Acquired Companies Acquisition, the execution and delivery by Seller of this Agreement and the Transaction Documents to which Seller is a party do not, the performance by Seller of its obligations hereunder and thereunder will not, and such Acquired Companies Acquisition will not:

(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of any applicable Acquired Company;

(b) assuming all of the Seller Consents and Company Consents described in such Acquired Companies Annex have been obtained, result in a material violation or a material breach of, default (or give rise to any material right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any Material Contract, Land Contract or Permit or result in the imposition or creation of any Encumbrance (other than as set forth on Schedule 5.3 ) on any asset of any applicable Acquired Company or on the applicable Interest;

(c) assuming all of the Seller Consents and Company Consents to such Acquired Companies Annex have been obtained, (i) result in a material violation or material breach of any term or provision of any Law applicable to any Acquired Company or any of its assets or (ii) require any Consent of any Governmental Authority under any applicable Law; or

(d) except for the Seller Consents and Company Consents, require Seller to obtain any Consent of, or give notice to, any Person as a result of or under any terms, conditions or provisions of any Contract or Permit by which it is bound.

Section 5.4 Business . The Business of the applicable Acquired Companies is the only business operation carried on by such Acquired Companies. The assets that the applicable Acquired Companies have the right to use do, and immediately after the applicable Closing, will constitute the tangible assets that are sufficient to conduct their Business as currently conducted and as conducted on the applicable Closing Date except for such additional tangible assets that are expected to be acquired after the applicable Effective Date or after the applicable Closing Date, as the case may be, from future capital expenditures made by the applicable Project Company that are reflected in the applicable Project Model. Such assets, taken as a whole, are in good condition, normal wear and tear excepted. The applicable Acquired Companies have good title to the assets they purport to own, free and clear of any Encumbrances (other than Permitted Encumbrances)

and have valid leases, licenses or other rights to use the other assets referred to in the prior sentence, subject to the exception referred to in the prior sentence.

Section 5.5 Bank Accounts . Schedule 5.5 to the applicable Acquired Companies Annex sets forth an accurate and complete list of the names and locations of banks, trust companies and other financial institutions at which each Acquired Company maintains accounts of any nature (other than accounts maintained under a collateral accounts agreement or similar depositary agreement entered into in connection with any financing to which an Acquired Company is a party and which accounts are referenced in one or more Material Contracts) or safe deposit boxes and the names of all Persons authorized to draw thereon, make withdrawals therefrom or have access thereto.

Section 5.6 Legal Proceedings . There is no Claim pending, or to Seller’s Knowledge, threatened against any Acquired Company that affects the Acquired Company, the applicable Project or the assets of any such Acquired Company that (a) if adversely determined would reasonably be expected to materially and adversely affect any Acquired Company, the applicable Project or any assets of any Acquired Company or (b) seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or making illegal the Acquired Companies Acquisition.

Section 5.7 Compliance with Laws and Orders . Each Acquired Company is in material compliance with all Laws and orders applicable to it; provided , however , that this Section 5.7 does not address Taxes, which are exclusively addressed by Section 5.9 ; employee matters and employee benefits, which are exclusively addressed by Sections 5.17 and 5.18 , respectively; or environmental matters, which are exclusively addressed by Section 5.14 .

Section 5.8 Liabilities . No Acquired Company has any liability or obligation that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations of such Acquired Companies (a) incurred in the Ordinary Course of Business, (b) that do not and are not individually or in the aggregate reasonably expected to have a Material Adverse Effect, or (c) that constitute amounts due under the Material Contracts to which the applicable Project Company is a party.

Section 5.9 Taxes . Except as set forth on Schedule 5.9 to the applicable Acquired Companies Annex: (a) all material Tax Returns that are required to be filed on or before the Closing Date by each Acquired Company have been or will have been duly and timely filed, (b) all such Tax Returns are true, correct and complete in all material respects, (c) all Taxes that are shown to be due on such Tax Returns and all other Taxes whether or not shown as due on such Tax Returns that are due and owing have been or will have been timely paid in full or have been or will be adequately reserved in accordance with GAAP, (d) all withholding Tax requirements imposed on the Acquired Companies have been satisfied in full in all material respects, except for amounts that are being contested in good faith, (e) no Acquired Company has in force any waiver of any statute of limitations in respect of Taxes or any extension of time with respect to a Tax assessment or deficiency, (f) there are no pending or active, or to Seller’s Knowledge threatened audits or legal proceedings involving Tax matters with respect to the Acquired Companies nor has Seller been notified of any request for examination, (g) there are no liens for Taxes upon the Interests or upon any of the assets of the Acquired Companies, except for Permitted Encumbrances, (h) immediately upon Closing, none of the Acquired Companies will be a party to or will be bound by any Tax allocation or sharing agreement or Tax indemnity agreement (excluding, however, commercial agreements entered into in the Ordinary Course of Business and not primarily concerned with Taxes) pursuant to which it is liable for the Taxes of any other Person, other than any Tax allocation or sharing agreements, if any, that the Acquired Companies become subject to as a result of Purchaser’s ownership of the Company, (i) each of the Acquired Companies is, and has been since its formation, classified as either an entity disregarded as separate from its owner or a partnership for U.S.

federal income tax purposes and has no liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise, (j) no written claim, or to Seller’s Knowledge unwritten claim, has been made by any Taxing Authority (domestic or foreign) in any jurisdiction where the Acquired Companies do not file Tax Returns that any such entity (or its owner for Tax purposes in the case of a disregarded entity) may be subject to Tax by that jurisdiction; (k) neither the Acquired Companies nor the Seller, nor any Affiliate of Seller with respect to the assets or operations of an Acquired Company, is or has ever entered into or been a party to any “listed transaction”, as defined in Section 1.6011-4(b)(2) of the Treasury Regulations; and (l) none of the Acquired Companies owns an interest in real property in any state or local jurisdiction in which a Tax is imposed, or the value of the interest is reassessed, on the transfer of an interest in real property and which treats the transfer of an interest in an entity that owns an interest in real property as a transfer of the interest in real property. The representations and warranties in this Section 5.9 are the sole and exclusive representations and warranties of Seller with respect to Taxes.

Section 5.10 Regulatory Status . The applicable Project Company is an “Exempt Wholesale Generator” within the meaning of the Public Utility Holding Company Act of 2005, and has been granted authorization by FERC to charge market-based rates for sales of electric energy, capacity and ancillary services. Except as set forth on Schedule 5.10 to the Acquired Companies Annex, no consent, approval, authorization, order, filing, registration or qualification of or with FERC or any other Governmental Authority is required to be obtained with respect to (a) the execution and delivery of the Transaction Documents or (b) the consummation of the applicable Acquired Companies Acquisition.

Section 5.11 Contracts .

(a) Schedule 5.11(a) to the applicable Acquired Companies Annex sets forth a list of the following Contracts to which an Acquired Company is a party or by which the Acquired Company may be bound (the “ Material Contracts ”):

(i) Contracts for the future purchase, exchange or sale of electric power or ancillary services;

(ii) Contracts for the future transmission of electric power;

(iii) interconnection Contracts;

(iv) partnership, joint venture or limited liability company agreements;

(v) Contracts under which it has created, incurred, assumed or guaranteed any outstanding indebtedness for borrowed money or any capitalized lease obligation, or under which it has imposed a security interest on any of its assets, tangible or intangible, which security interest secures outstanding indebtedness for borrowed money; and

(i) all Contracts with respect to the purchase, issuance, transfer or Encumbrance of the membership interests of the Acquired Companies.

(b) Except as set forth on Schedule 5.11(b) to the applicable Acquired Companies Annex, Seller has provided Purchaser with, or access to, copies of all applicable Material Contracts.

(c) Except as set forth on Schedule 5.11(c) to the applicable Acquired Companies Annex, each of the applicable Material Contracts, in all material respects, is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto.

(d) Except as set forth on Schedule 5.11(d) to the applicable Acquired Companies Annex, no Acquired Company is in breach or default in any material respect under any applicable Material Contract, and to Seller’s Knowledge, no other party to any of the applicable Material Contracts is in breach or default in any material respect thereunder.

(e) Each Project Company under the applicable Acquired Companies Annex is a party to such other Contracts (excluding for all purposes of this Section 5.11(e) all Land Contracts) for the procurement of services, equipment and materials that are sufficient for the ownership, use, operation and maintenance of the applicable Project in accordance with Good Industry Practices. Except as set forth on Schedule 5.11(e) to the applicable Acquired Companies Annex, (i) each of such other Contracts, in all material respects, is in full force and effect and constitutes a valid and binding obligation of the applicable Project Company and, to Seller’s Knowledge, of the other parties thereto, (ii) no Acquired Company is, and to Seller’s Knowledge no other party to any of such other Contracts is, in breach or default in any material respect under such other Contracts, (iii) the material revenues and expenses expected to be received or incurred pursuant to such other Contracts have been included in the applicable Projections and (iv) the Project Company is not a party to any Contract (other than the applicable Material Contracts) under which the performance or failure to perform by a party thereto would reasonably be expected to result in a material and adverse effect on any Acquired Company, the applicable Project or any assets of any Acquired Company. No Acquired Company other than the Project Company is a party to, or bound by, any material Contract other than the Material Contracts.

Section 5.12 Real Property .

(a) The Property constitutes all the real property owned leased, licensed or subleased by any of the Acquired Companies.

(b) Each Acquired Company has good and valid fee simple title to such portions of the Property that are owned in fee simple absolute, good and valid leasehold title to such portions of the Property that are subject to leasehold interests, and good and valid title to such portions of the property that are subject to easements and rights-of-way appertaining or related thereto, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances.

(c) Each Project Company under the applicable Acquired Companies Annex is a party to Land Contracts that are sufficient for the ownership, use, operation and maintenance of the applicable Project in accordance with Good Industry Practices. Other than as described in Schedule 5.12(c) to the applicable Acquired Companies Annex:

(i) each of such Land Contracts is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto;

(ii) no Acquired Company is in breach or default in any material respect under any such Land Contract, and to Seller’s Knowledge, no other party to any of such Land Contracts is in breach or default in any material respect thereunder; and

(iii) pursuant to such Land Contracts, the Project Company leases or holds an easement interest, license or permit to use the Property included in the Project Site, in each case, free and clear of all Encumbrances (except for Permitted Encumbrances) created by, through or under the Project Company.

(d) Other than as described in Schedule 5.12(d) to the applicable Acquired Companies Annex, to Seller’s Knowledge, there are no unrecorded Encumbrances affecting the Property included in the Project Site or any portion thereof other than Permitted Encumbrances.

(e) There is no Claim pending or, to Seller’s Knowledge, threatened against or involving the Property before any Governmental Authority, including any condemnation proceedings.

(f) No Acquired Company has received written notice of, nor, to Seller’s Knowledge, has there been, any violation of any covenant or restriction applicable to the Property, or any part thereof, from any Governmental Authority or third party or notice of any violation of any zoning, building, fire or health code or any other Law applicable (or alleged to be applicable) to the Property, or any part thereof. The continued operation and use of the Project on the Property in the manner operated and used as of the applicable Effective Date comply with all zoning, building, fire or health code or any other Law applicable (or alleged to be applicable) to the Property, or any part thereof.

(g) There is no pending litigation known to any Acquired Company or Seller affecting the Property, nor any eminent domain proceedings affecting or threatened against the Property, nor, to Seller’s Knowledge, has there been any occurrence that is reasonably foreseeable to result in any such litigation. Seller has no knowledge of any other such threatened litigation that might result in a judicial or equitable mortgage against the Property or that might result in a consummation of judgment against Purchaser. If any Acquired Company is served with process or receives notice that litigation may be commenced against it, Seller shall promptly notify Purchaser.

(h) Other than Permitted Encumbrances, to Seller’s Knowledge, there are no leases or licenses affecting the Property or any part thereof, and no Person has occupancy or possession of, and no Person (other than the Purchaser pursuant to this Agreement) has any right or option to purchase or acquire, the Property, or any part thereof or interest therein.

(i) Other than as described in Schedule 5.12(i) to the applicable Acquired Companies Annex, no Acquired Company has entered into or made any outstanding options, rights of first offer, rights of first refusal to purchase, conditional sales agreements or other agreements or arrangements, whether oral or written, to purchase any Land Contract, the Property or any portion thereof or interests therein.

(j) Other than as described in Schedule 5.12(j) to the applicable Acquired Companies Annex, all improvements, systems, sidewalks, if any, and equipment of each Acquired Company (i) is in good condition, order and repair in all material respects, ordinary wear and tear excepted, (ii) is free and clear of any damage that would materially and adversely affect its value, use or operation, (iii) is structurally sound and free and clear of any material defects in materials and workmanship (including, without limitation, patent and observable structural defects) and (iv) has been constructed and installed in substantial compliance with the plans and specifications relating thereto.

Section 5.13 Permits .

(a) Except for Permits that have been applied for by the applicable Acquired Companies prior to the applicable Effective Date and that will have been issued by the applicable Governmental Authority prior to the applicable Closing Date:

(i) the Acquired Companies have all material Permits required by applicable Law for the conduct of the Business by the Acquired Companies in the manner in which the Business is currently owned and operated and in the manner in which the Business is currently proposed to be owned and operated following the Closing and that are sufficient (together with such Permits to be issued prior to the Closing Date as described above in this Section 5.13(a) ) for the ownership, use, operation and maintenance of the applicable Project and in accordance with Good Industry Practices (the “ Material Permits ”);

(ii) the Acquired Companies hold, and have timely applied for renewal of, all Material Permits, except any such Permits relating exclusively to the construction (and not operation) of the Business and that are no longer required to continue the operation of the Business;

(iii) all Material Permits are in full force and effect; and

(iv) there are no proceedings pending or, to Seller’s Knowledge, threatened which might reasonably result in the revocation, suspension, or adverse modification of any Material Permits.

(b) Except as set forth on Schedule 5.13(b) to the applicable Acquired Companies Annex, each Acquired Company is in material compliance with all Material Permits, and neither Seller nor any Acquired Company has received any written notification from any Governmental Authority alleging that any Acquired Company is in material violation of any of such Material Permits, other than with respect to any allegation that no longer remains pending.

(c) This Section 5.13 does not address Permits required under Environmental Law, which are exclusively addressed by Section 5.14 .

Section 5.14 Environmental Matters .

(a) Seller has made available to Purchaser copies of all material environmental site assessment reports in the possession or control of Seller or an Acquired Company and that relate to environmental matters concerning the operation of the Business.

(b) The Acquired Companies hold and maintain all Permits required under Environmental Law for the ownership, use or operation of the Business by the Acquired Companies in the manner in which they are currently, or to be, owned and operated following the Closing and that are sufficient for the ownership, use, operation and maintenance of the applicable Project and in accordance with Good Industry Practices (“ Environmental Permits ”). All Environmental Permits are in good standing and are in full force and effect, and, to Seller’s Knowledge, no Environmental Permit is threatened to be revoked, revised, modified or not renewed.

(c) Except as set forth in Schedule 5.14(c) to the applicable Acquired Companies Annex: (i) each Acquired Company is in compliance in all material respects with all Environmental Laws and Environmental Permits and (ii) the Acquired Company has not received any written communication alleging either or both that (1) the Acquired Company may be in violation of any Environmental Law, or any Permit issued pursuant to Environmental Law or (2) the Acquired Company may have any liability under any Environmental Law;

(d) Except as set forth in Schedule 5.14(d) to the applicable Acquired Companies Annex, no Acquired Company has been served with written notice of any material Environmental Claims that are currently outstanding and, to Seller’s Knowledge, no material Environmental Claims are threatened against an Acquired Company by any Person under any Environmental Laws. Each Acquired Company is not the subject of any outstanding order or contract with any Governmental Authority or any other third party respecting Environmental Laws, including any remedial action or any Release or threatened Release of a Hazardous Material.

(e) Except as set forth in Schedule 5.14(e) to the applicable Acquired Companies Annex, to Seller’s Knowledge, there has been no Release of any Hazardous Material as a result of acts or omissions of the Acquired Companies at or from any Property in connection with the Business that would reasonably be expected to result in a Material Adverse Effect. Hazardous Materials are not present at, on, under, in, or about the Property or any real property which is the subject of any leases entered by any Acquired Company in connection with the Business (i) in violation of Environmental Law; (ii) which could reasonably be expected to give rise to liability under any applicable Environmental Law, materially interfere with the continued operations of the Business through and after the applicable Closing, or impair the value of the Property or any such leased property; or (iii) reasonably be expected to require remedial action.

(f) This Section 5.14 contains the sole and exclusive representations and warranties of Seller with respect to Hazardous Materials, Environmental Laws, and other environmental matters, as identified herein.

Section 5.15 Intellectual Property .

(a) Except as set forth on Schedule 5.15(a) to the applicable Acquired Companies Annex, the Acquired Companies own, free and clear of any Encumbrances other than Permitted Encumbrances, or have the licenses or rights to use for the Business, all material Intellectual Property currently used in the Business and that will be required for Purchaser to operate the Business as currently proposed to be operated following the Closing, without payment to any Person, and the consummation of the applicable Acquired Companies Acquisition will not alter or impair any such right. To Seller’s Knowledge, the use by the Acquired Companies of the Intellectual Property currently used in the Business does not infringe on the rights of any Person that would reasonably be expected to have a Material Adverse Effect.

(b) Neither Seller nor any Acquired Company has (i) received from any Person a claim in writing, or, to Seller’s Knowledge, unwritten, that any Acquired Company is infringing in any material respect the Intellectual Property of such Person or (ii) received any written notice or, to Seller’s Knowledge, unwritten, of any default, and, to Seller’s Knowledge, no event has occurred that with notice or lapse of time, or both, would constitute a material default under any material Intellectual Property License that would reasonably be expected to have a Material Adverse Effect.

(c) Seller and each of the Acquired Companies has taken reasonable measures to protect the confidentiality of all material trade secrets.

Section 5.16 Brokers. The Acquired Companies have no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to the applicable Acquired Companies Acquisition.

Section 5.17 Employee Matters . No Acquired Company has, nor has any Acquired Company ever had, any employees. No Acquired Company is a party to a collective bargaining agreement.

Section 5.18 Employee Benefits. The Acquired Companies do not sponsor or maintain any Benefit Plan and no Acquired Company has or has ever had any liability, actual or contingent, with respect to any Benefit Plan. The Acquired Companies have no liability with respect to any defined benefit pension plan or any post-retirement welfare plan.

Section 5.19 Financial Statements. Seller has made available to Purchaser true and complete copies of the unaudited financial statements of each Acquired Company, in each case, consisting of a balance sheet for the period ending on the applicable Balance Sheet Date and the related statements of income for the period then ended (the “ Financial Statements ”). The Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the financial position of each Acquired Company as of the applicable Balance Sheet Date (subject to the absence of notes and normal year-end adjustments which are not material, either individually or in the aggregate).

Section 5.20 Absence of Certain Changes . Except as set forth in Schedule 5.20 to the applicable Acquired Companies Annex, since the applicable Effective Date, (a) each Acquired Company has operated, in all material respects, in the Ordinary Course of Business and (b) there has not been any event or condition that has had or would reasonably be expected to result in a Material Adverse Effect.

Section 5.21 Insurance . Seller or its Affiliates maintain insurance policies or other arrangements with respect to the Business consistent with Good Industry Practices.

Section 5.22 Projections . Seller has prepared the financial projections in the Project Model (as defined in the applicable Acquired Companies Annex) (the “ Projections ”) in good faith, and has developed reasonable assumptions on which such Projections are based. The Projections are consistent in all material respects with the financial provisions of the Contracts relied upon or taken into account in developing such Projections.

Section 5.23 Disclosure . No representation or warranty or other statement made by the Seller or its Affiliates in this Agreement or in any written communication described in Schedule 5.23 to the applicable Acquired Companies Annex contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Agreement or therein, in light of the circumstances in which they were made, not misleading in any material respect.

Section 5.24 Additional Representations and Warranties . The additional representations and warranties of Seller set forth in paragraph 2 of Part VI of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Purchaser with respect to each Acquired Companies Annex, as applicable, Purchaser hereby represents and warrants to Seller:

Section 6.1 Organization. Purchaser is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware.

Section 6.2 Authority. Purchaser has all requisite limited liability company power and authority to execute and deliver this Agreement and any other Transaction Document to which Purchaser is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Transaction Documents to which Purchaser is a party, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action on behalf of Purchaser. This Agreement and the Transaction Documents to which Purchaser is a party have been duly and validly executed and delivered by Purchaser and constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles.

Section 6.3 No Violation or Breach; Consents and Approvals. With respect to each Acquired Companies Acquisition, the execution and delivery by Purchaser of this Agreement and the Transaction Documents to which Purchaser is a party do not, and the performance by Purchaser of its obligations under this Agreement and the Transaction Documents to which Purchaser is or will be a party will not:

(a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Purchaser;

(b) assuming all of the Purchaser Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, result in a violation or breach of, or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both), or require the giving of any notice under, any material Contract to which Purchaser is a party or Permit, except for any such violations, breaches or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a Purchaser Material Adverse Effect; or

(c) assuming all of the Purchaser Consents and Company Consents described in the applicable Acquired Companies Annex have been obtained, (i) result in a violation or breach of any term or provision of any Law applicable to Purchaser, except as would not have a Purchaser Material Adverse Effect or (ii) require any Consent of any Governmental Authority under any applicable Law.

Section 6.4 Brokers. Purchaser has no liability or obligation to pay fees or commissions or like payments to any broker, finder or agent with respect to any Acquired Companies Acquisition for which Seller or any applicable Acquired Company could become liable or obligated.

Section 6.5 Acquisition as Investment . Purchaser is acquiring each Interest described in the applicable Acquired Companies Annex for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person. Purchaser acknowledges that such Interest is not registered pursuant to the 1933 Act and that none of such Interest may be transferred, except pursuant to an effective registration statement under, or an applicable exception from registration under, the 1933 Act. Purchaser is an “accredited investor” as defined under Rule 501 promulgated under the 1933 Act.

Section 6.6 Opportunity for Independent Investigation; No Other Representations . Purchaser acknowledges that: (a) it has had the opportunity to visit with Seller and meet with Seller’s Representatives to discuss any applicable Acquired Company and its business, assets, operations, condition (financial or otherwise) and prospects, (b) all materials and information requested by Purchaser have been provided to Purchaser to Purchaser’s reasonable satisfaction; and (c) except as set forth in Article IV and Article V , none of Seller, any applicable Acquired Company or any Affiliate or Representative thereof makes any representation or warranty, express or implied, as to the Interest, any applicable Acquired Company or the business, assets, operations, condition (financial or otherwise) or prospects of any applicable Acquired Company.

Section 6.7 Legal Proceedings. There is no Claim pending or, to Purchaser’s knowledge, threatened against Purchaser that seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or making illegal any of any Acquired Companies Acquisition.

Section 6.8 Compliance with Laws and Orders. Purchaser is not in violation of or in default under any Law or order applicable to Purchaser or its assets the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Purchaser from performing its obligations hereunder.

Section 6.9 Additional Representations and Warranties . The additional representations and warranties of Purchaser set forth in paragraph 3 of Part VI of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE VII
COVENANTS AND AGREEMENTS

Section 7.1 Regulatory and Other Approvals. During the Interim Period for each Acquired Companies Acquisition:

(a) The Parties will, in order to consummate the applicable Acquired Companies Acquisition, (i) proceed diligently and in good faith and use Commercially Reasonable Efforts (including using Commercially Reasonable Efforts to appeal any adverse determination that is appealable), as promptly as practicable, to obtain the Seller Consents, Company Consents and Purchaser Consents described in the applicable Acquired Companies Annex in form and substance reasonably satisfactory to Seller and Purchaser, and to make all required filings with, and to give all required notices to, the applicable Governmental Authorities and (ii) cooperate in good faith with the applicable Governmental Authorities and provide promptly such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith; provided , however , notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that neither Purchaser nor Seller shall have any obligation to pay any consideration, other than customary fees imposed by Governmental Authorities, or to offer to grant, or agree to, any financial or other accommodation in order to obtain any of the Seller Consents, Company Consents and Purchaser Consents described in such Acquired Companies Annex.

(b) The Parties will provide prompt notification to each other when any such approval referred to in Section 7.1(a) is obtained, taken, made, given or denied, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the Acquired Companies Acquisitions.

Section 7.2 Access of Purchaser .

(a) During the Interim Period for each Acquired Companies Acquisition, Seller will provide, and will cause the applicable Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to such Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Business of such Acquired Companies, and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided , however , that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further , that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Any access or disclosure to Purchaser pursuant to the foregoing shall be subject to such access or disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney-client, work product or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than such Acquired Companies) that is unrelated to such Acquired Companies or the Business of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models.

(b) During the Interim Period for each Acquired Companies Acquisition, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting or with respect to any such communication consented to by Seller, a Representative of Seller shall be entitled to participate therein.

(c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 7.2 .

Section 7.3 Certain Restrictions. Except as required or permitted hereby, or as otherwise set forth in Schedule 7.3 to the applicable Acquired Companies Annex, during the Interim Period for each Acquired Companies Acquisition, Seller will cause the applicable Acquired Companies to operate in the Ordinary Course of Business of such Acquired Companies. Without limiting the foregoing, except as otherwise set forth in Schedule 7.3 to the applicable Acquired Companies Annex or in the Ordinary Course of Business of such Acquired Companies, as required or expressly permitted by other provisions of this Agreement or as consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, Seller will, during the Interim Period, cause such Acquired Companies not to:

(a) create, permit or allow any Encumbrances (other than Permitted Encumbrances) to be imposed on or against any of the material assets or create, permit or allow any Encumbrances to be imposed on or against any of the applicable Interest;

(b) grant any waiver of any material term under any Material Contract or any Land Contract of any of the Acquired Companies;

(c) sell, transfer, convey, assign, distribute, remove or otherwise dispose of any assets outside the Ordinary Course of Business of the Acquired Companies;

(d) other than (i) accounts payable incurred in the Ordinary Course of Business of the Acquired Companies or otherwise incurred pursuant to the Material Contracts of any of the Acquired Companies or (ii) short term, unsecured borrowings or intercompany loans or guarantees that are paid in full and discharged prior to a Closing with respect to the applicable Interest, incur, create, assume or otherwise become liable for indebtedness for borrowed money or issue any debt securities or assume or guarantee the obligations of any other Person;

(e) except as may be required to meet the requirements of applicable Laws or GAAP, change any accounting method or practice in a manner that is inconsistent with past practice in a way that would reasonably be expected to result in a Material Adverse Effect;

(f) fail to maintain its existence or consolidate or merge with any other Person or acquire all or substantially all of the assets of any other Person;

(g) authorize, issue, transfer, dispose, sell or grant any options, warrants, calls or other rights to purchase or otherwise acquire any Equity Securities of any Acquired Company;

(h) liquidate, dissolve, recapitalize, reorganize or otherwise wind up its business or operations;

(i) purchase any securities of any Person, except for short-term investments made in the Ordinary Course of Business of the Acquired Companies;

(j) enter into, terminate, modify or amend (i) any material Permit, (ii) any Material Contract or (iii) any Contract involving total consideration throughout its term in excess of Five Hundred Thousand Dollars ($500,000) (other than Contracts entered into in the Ordinary Course of Business of the Acquired Companies that will be fully performed prior to Closing);

(k) waive any claims having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000), individually or in the aggregate;

(l) make any material election with respect to Taxes not required by applicable Law that could have a continuing effect on the relevant Acquired Company following the Closing Date;

(m) amend or modify its Organizational Documents;

(n) enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Acquired Companies or the Project;

(o) hire any employees or adopt any Benefit Plan; or

(p) agree or commit to do any of the foregoing.

Notwithstanding the foregoing, Seller may permit any of the Acquired Companies to take actions with respect to emergency situations so long as Seller shall, upon receipt of notice of any such actions, promptly inform Purchaser of any such actions taken outside the Ordinary Course of Business of such Acquired Companies.

Section 7.4 Spare Parts. Notwithstanding anything in this Agreement to the contrary, prior to the Closing, Seller and its Affiliates shall have the right to use spare parts in the Ordinary Course of Business of the Acquired Companies.

Section 7.5 Casualty. Other than when any of the assets of any Acquired Company are damaged or destroyed by casualty loss during the Interim Period for each Acquired Companies Acquisition and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.5 ), if any of the assets of any Acquired Company are damaged or destroyed by casualty loss during such Interim Period, the sum of (a) the cost of restoring such damaged or destroyed assets to a condition reasonably comparable to their prior condition (net of and after giving effect to any insurance proceeds received by any of the applicable Acquired Companies for such restoration) and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such casualty loss of assets of such Acquired Company shall be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith promptly after the date of the event giving rise to the casualty loss (the “ Casualty Value ”). Seller shall either (i) repair or replace such damaged or destroyed assets to a condition reasonably comparable to their prior condition and, if applicable, reduce the applicable Purchase Price by the portion of the Casualty Value attributed to any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such casualty loss (net of and after giving effect to any insurance proceeds received by any of the applicable Acquired Companies related thereto) or (ii) reduce the amount of the applicable Purchase Price by such Casualty Value. Seller shall provide Purchaser notice of its election within five (5) Business Days after the qualified firm selected to determine the Casualty Value notifies Seller and Purchaser of the amount of the Casualty Value. In the absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such casualty loss shall not affect the applicable Closing. Seller and Purchaser shall use reasonable efforts to cause the qualified firm that is selected to determine the Casualty Value to make such determination promptly following such firm’s selection, but in any event not later than ten (10) days following such firm’s selection.

Section 7.6 Condemnation. Other than when any of the assets of any Acquired Company are taken by condemnation during the Interim Period for each Acquired Companies Acquisition and such loss would constitute a Material Adverse Effect (after taking into account the provisions of this Section 7.6 ), if any of the assets of any Acquired Company are taken by condemnation during such Interim Period, the sum of (a) the value of such assets in a condemnation proceeding (as determined by a qualified firm reasonably acceptable to Purchaser and Seller) and (b) to the extent not included in the preceding clause (a), the amount of any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such condemnation of such assets (net of and after giving effect to any condemnation award proceeds to be paid to the applicable Acquired Companies and any Tax benefits to the applicable Acquired Companies related thereto) shall be estimated by a qualified firm reasonably acceptable to Purchaser and Seller and selected by Purchaser and Seller in good faith and promptly after the date of the event giving rise to the condemnation (the “ Condemnation Value ”). Seller shall either (i) replace the assets that are subject to the condemnation proceeding with reasonably comparable assets and, if applicable, reduce the applicable Purchase Price by the portion of the Condemnation Value attributed to any lost net revenues reasonably expected to accrue after the applicable Closing as a result of such condemnation proceeding or (ii) reduce the Purchase Price by such Condemnation Value. Seller shall provide Purchaser notice of its election within five (5) Business Days after the qualified firm selected to determine the Condemnation Value notifies Seller and Purchaser of the amount of the Condemnation Value. In the absence of a Material Adverse Effect, whether Seller elects to proceed under clause (i) or (ii) above, such condemnation proceeding shall not affect the applicable Closing. Seller and Purchaser shall use reasonable efforts to cause the qualified firm that is selected to determine the Condemnation Value to make such determination promptly following such firm’s selection, but in any event not later than ten (10) days following such firm’s selection.

Section 7.7 Updating. Seller may from time to time notify Purchaser of any changes or additions to any of the Schedules to the applicable Acquired Companies Annex of which it has Knowledge that may be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty

of Seller in Articles IV or V such that the applicable closing condition in Section 3.6(a) cannot be satisfied. No such updates made pursuant to this Section 7.7 shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement as of the applicable Effective Date or for purposes of Section 3.6(a) unless Purchaser specifically agrees thereto in writing.

Section 7.8 Announcements. No press release or other public announcement, or public statement or comment in response to any inquiry, relating to this Agreement or the transactions contemplated hereby shall be issued or made by either Purchaser or Seller, or any of their Affiliates, without the consent of Purchaser or Seller, as the case may be, such consent not to be unreasonably withheld, conditioned or delayed; provided , however , that a press release or other public announcement, regulatory filing, statement or comment made without such consent, including in furtherance of the requirements of Section 7.1 , shall not be in violation of this Section 7.8 if it is made in order to comply with applicable Laws or stock exchange rules and in the reasonable judgment of the Party or Affiliate making such release or announcement, based upon advice of counsel, prior review and joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a sufficiently timely fashion to comply with such applicable Laws or rules; provided , further , that in all instances Purchaser or Seller, as the case may be, shall provide prompt notice of any such release, announcement, statement or comment to the other Party.

Section 7.9 Post-Closing Books and Records . From and after Closing with respect to each group of Acquired Companies, Purchaser agrees to preserve and keep the books and records of any Acquired Company in such Acquired Companies that relate to the period prior to the applicable Closing Date (including all accounting records) for a period of six (6) years from the applicable Closing, or for any longer periods as may be required by any Law, any Governmental Authority or any ongoing litigation. If Purchaser wishes to destroy such records after such time period, it shall give sixty (60) days’ prior written notice to Seller and Seller shall have the right, at its option and expense and, upon prior written notice within such sixty (60)-day period, to take possession of the books and records within ninety (90) days after the date of Purchaser’s notice to Seller. From and after the applicable Closing, Purchaser agrees, upon reasonable prior notice from Seller, to provide to Seller and its Representatives access to or copies of books and records of any applicable Acquired Company to the extent relating to events that occurred prior to the applicable Closing.

Section 7.10 Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall (at its own cost and expense) at any time and from time to time, upon reasonable request, (a) do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, transfers or assignments as may be reasonably necessary to consummate the applicable Acquired Companies Acquisition in accordance with the terms hereof and to cause to be fulfilled the Closing Conditions applicable to each Closing and (b) take such other actions as may be reasonably required in order to carry out the intent of or otherwise implement or give effect to this Agreement; provided that in no event shall any Party be required to take any action that (i) increases, in any way, the liability or obligations of such Party, (ii) in the opinion of its counsel, is unlawful or would or could constitute a violation of any applicable Law or require the approval of any Governmental Authority or (iii) could reasonably be expected to prevent or materially impede, interfere with or delay any Acquired Companies Acquisition.

Section 7.11 Distributions . Notwithstanding anything in this Agreement to the contrary, Seller shall have the right to cause the Acquired Companies to pay cash dividends, make cash distributions and assign accounts receivable to Seller or its Affiliates at any time prior to a Closing with respect to the applicable Acquired Companies.

Section 7.12 Excluded Items. Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that each Acquired Companies Acquisition shall exclude those items listed on

Schedule 7.12 to the applicable Acquired Companies Annex (in each case, the “ Excluded Items ”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any applicable Acquired Company for any reason shall not delay the applicable Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the applicable Closing shall be referred to as a “ Non-Transferred Excluded Item .” After the applicable Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the applicable Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.

Section 7.13 Additional Covenants . The additional covenants of the Parties, or any one of the Parties, as the case may be, set forth in Part VII of an Acquired Companies Annex, if any, are incorporated in this Agreement by reference and made a part of this Agreement with respect to the applicable Acquired Companies Acquisition.

ARTICLE VIII
TERMINATION

Section 8.1 Termination of Agreement. This Agreement, or any Acquired Companies Acquisition, may be terminated, and the transactions contemplated hereby or thereby may be abandoned, as follows:

(a) this Agreement may be terminated in its entirety by the mutual written consent of Seller and Purchaser at any time prior to any Closing having occurred with respect to an Acquired Companies Acquisition, such termination to be effective as of the date both Seller and Purchaser have signed such written consent; and

(b) as to each Acquired Companies Acquisition, as provided in Part VIII of the applicable Acquired Companies Annex.

Section 8.2 Effect of Termination.

(a) If this Agreement is validly terminated in its entirety pursuant to Section 8.1(a) , there will be no liability or obligation on the part of Seller or Purchaser (or any of their respective Representatives or Affiliates), this Agreement shall thereupon terminate and become void and of no further force and effect and the consummation of any Acquired Companies Acquisition shall be abandoned without further action of the Parties, except as provided in this Section 8.2 . If this Agreement is validly terminated with respect to an Acquired Companies Acquisition as provided in Part VIII of the applicable Acquired Companies Annex, then such termination will have the effect as set forth in Part VIII of the applicable Acquired Companies Annex with respect to the applicable Acquired Companies Acquisition; provided , that this Agreement shall otherwise remain in full force and effect until terminated as provided in Section 8.1(a) .

(b) Regardless of the reason for termination, this Section 8.2 , Article X (other than the provisions of Article X that are applicable only from and after the occurrence of the Closing) and Article XII will survive any termination of this Agreement in its entirety or any termination of this Agreement as to any Acquired Companies Acquisition, and each Party shall continue to be liable for any breach of this Agreement by such Party occurring prior to such termination.

(c) Upon termination of this Agreement by any Party for any reason that results in a termination of this Agreement as to an Acquired Companies Acquisition, Purchaser shall return or destroy, in accordance with the terms of the Confidentiality Agreement, all Confidential Information (as defined in the Confidentiality Agreement) and all other documents and other materials relating to any applicable Acquired Company, or such Acquired Companies Acquisition, whether obtained before or after the execution of this Agreement (collectively, the “ Transaction Materials ”) and all Transaction Materials received by Purchaser with respect to any such Acquired Company, the applicable Project, the applicable Business of the applicable Acquired Companies or Seller shall remain subject to the Confidentiality Agreement ; provided , that if any action, lawsuit or claim is initiated or filed by a Party with respect to this Agreement prior to the earlier of (i) the completion of the return or destruction of all such Transaction Materials in accordance with the terms of the Confidentiality Agreement or (ii) one year following the applicable Effective Date, the Parties shall not be required to complete the return or destruction of the Transaction Materials pursuant to this Section 8.2(c) or the Confidentiality Agreement until such action, lawsuit or claim is resolved, dismissed or withdrawn.

ARTICLE IX
TAXES

Section 9.1 Transfer Taxes. Seller, on the one hand, and Purchaser, on the other hand, shall each bear fifty percent (50%) of any Transfer Taxes imposed as a result of any Acquired Companies Acquisition (notwithstanding any requirement of Law). Such Transfer Taxes shall be paid by the Party legally responsible to pay such Taxes and the other Party shall pay to the first Party its share of such Taxes at least three (3) Business Days prior to the Tax payment due date. Seller and Purchaser shall timely file their own Transfer Tax returns as required by applicable Law and shall notify the other Party when such filings have been made. Seller and Purchaser shall cooperate and consult with each other prior to filing such Transfer Tax returns to ensure that all such returns are accurately prepared and timely filed.

Section 9.2 Tax Matters . With respect to the Acquired Companies Acquisition and the applicable Acquired Companies, except as provided in Section 9.1 relating to Transfer Taxes:

(a) With respect to any Tax Return covering a taxable period ending on or before the applicable Closing Date (a “ Pre-Closing Taxable Period ”) and any Tax Return covering a taxable period beginning on or before the applicable Closing Date and ending after the applicable Closing Date (a “ Straddle Taxable Period ”), in each case, that is required to be filed after the applicable Closing Date with respect to any applicable Acquired Company, (i) Seller shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior taxable periods and in compliance with applicable Law except as required by change in Law or fact and, with respect to Tax Returns for a Straddle Taxable Period, shall deliver such Tax Return as so prepared to Purchaser not later than 15 days prior to the due date (including extensions) for filing such Tax Return for Purchaser’s review and comments, (ii) Seller shall cooperate and consult with Purchaser to finalize such Tax Return and (iii) Purchaser shall cause such applicable Acquired Company to execute and duly and timely file such Tax Return with the appropriate Taxing Authority and shall cause such applicable Acquired Company to pay all Taxes shown as due and payable on such Tax Return.

(b) Seller shall be responsible for and indemnify Purchaser against any Tax with respect to any applicable Acquired Company that is attributable to a Pre-Closing Taxable Period or to that portion of a Straddle Taxable Period that ends on the applicable Closing Date; provided , however , that Seller shall not be liable for, and shall not indemnify Purchaser for, any liability for Taxes (i) that were included as a liability in calculating the applicable Post-Closing Working Capital Adjustment Payment; (ii) that were otherwise paid by Seller, (iii) that were recoverable from a Person other than the Purchaser or the applicable Acquired Companies or (iv) resulting from transactions or actions taken by Purchaser or the applicable Acquired Companies after the applicable Closing. Not later than five (5) days prior to the due date for the payment of any such Tax, Seller shall pay to Purchaser the amount of such Taxes, less any Taxes previously paid. With respect to a Straddle Taxable Period, Seller and Purchaser shall determine the Tax attributable to the portion of the Straddle Taxable Period that ends on the applicable Closing Date by an interim closing of the books of any applicable Acquired Company as of the applicable Closing Date, except for ad valorem or property Taxes (“ Property Taxes ”) and franchise Taxes of any applicable Acquired Company based solely on capital which shall be prorated on a daily basis to the applicable Closing Date. For this purpose, any franchise Tax paid or payable with respect to any applicable Acquired Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. In determining whether a Property Tax is attributable to a Pre-Closing Taxable Period or a Straddle Taxable Period, any Property Tax that is based on the assessed value of any assets, property or other rights as of any lien date or other specified valuation date shall be deemed a Property Tax attributable to the taxable period (whether a fiscal year or other tax year) specified on the relevant Property Tax bill that is issued with respect to that lien date or other valuation date.

(c) Purchaser shall be responsible for and shall pay, or cause to be paid, all Taxes relating to any applicable Acquired Company for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(b) (such Taxes, “ Purchaser Taxes ”). Purchaser shall indemnify and hold harmless Seller against all Purchaser Taxes.

(d) None of Purchaser or any applicable Acquired Company shall carry back any net operating loss or other item or attribute from a period (or portion thereof) that ends after the applicable Closing Date to a Pre-Closing Taxable Period.

(e) With respect to any Tax (or portion thereof) for which Seller is responsible, Seller shall have the right, at its sole cost and expense, to control the prosecution, settlement or compromise of any proceeding involving such Tax, including the selection of counsel and experts. Purchaser shall (and shall cause any applicable Acquired Company to) take such action in connection with any such proceeding as Seller shall reasonably request from time to time to implement the preceding sentence, including by the execution of powers of attorney. Notwithstanding the foregoing, Purchaser shall be entitled to participate in any such proceeding, at its sole cost and expense, with respect to any issue that could materially and adversely affect Purchaser or any applicable Acquired Company in a taxable period (or portion thereof) beginning after the applicable Closing Date. Seller shall not settle any proceeding in which Purchaser is entitled to participate in accordance with the preceding sentence without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Purchaser shall (and shall cause any applicable Acquired Company to) give written notice to Seller of its receipt of any notice of any audit, examination, claim or assessment for any Tax for which Seller is responsible within twenty (20) days after its receipt of such notice; failure to give any such written notice within such twenty (20)-day period shall limit Seller’s indemnification obligation pursuant to this Agreement to the extent Seller is prejudiced by such failure.

(f) Seller shall grant to Purchaser (or its designees) access at all reasonable times to all of the information, books and records relating to any applicable Acquired Company within the possession of Seller (including work papers and correspondence with Taxing Authorities), and shall afford Purchaser (or its designees) the right (at Purchaser’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to permit Purchaser (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. Purchaser shall grant or cause any applicable Acquired Company to grant to Seller (or its designees) access at all reasonable times to all of the information, books and records relating to any applicable Acquired Company for Pre-Closing Taxable Periods or Straddle Taxable Periods within the possession of Purchaser or an Acquired Company (including work papers and correspondence with Taxing Authorities) and to any employees of any Affiliate of an applicable Acquired Company, and shall afford Seller (or its designees) the right (at Seller’s expense) to take extracts therefrom and to make copies thereof, in each case to the extent reasonably necessary to permit Seller (or its designees) to prepare Tax Returns, respond to Tax audits and investigations, prosecute Tax protests, appeals and refund claims and to conduct negotiations with Taxing Authorities. After the applicable Closing Date, Purchaser will preserve all information, records or documents in its possession (or in the possession of an Acquired Company) relating to liabilities for Taxes of any applicable Acquired Company for Pre-Closing Taxable Periods or Straddle Taxable Periods until the later of (i) six (6) years after the applicable Closing Date or (ii) six (6) months after the expiration of any applicable statute of limitations (including extensions thereof) with respect to the assessment of such Taxes. Purchaser shall not dispose of any of the foregoing items without first offering such items to Seller.

(g) If, after the applicable Closing, Purchaser or any applicable Acquired Company receives a refund or utilizes a credit of any Tax of any applicable Acquired Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the applicable Closing Date, Purchaser shall pay to Seller within ten (10) Business Days after such receipt or utilization an amount equal to such refund received or credit utilized by Purchaser or by an applicable Acquired Company, in each case, together with any interest received or credited thereon, net of any reasonable costs associated therewith. Purchaser shall, and shall cause any applicable Acquired Company to, use Commercially Reasonable Efforts to obtain a refund or credit of any Tax of any applicable Acquired Company attributable to a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the applicable Closing Date or to mitigate, reduce or eliminate any such Tax that could be imposed for a Pre-Closing Taxable Period or that portion of a Straddle Taxable Period ending on the applicable Closing Date (including with respect to the transactions contemplated hereby).

Section 9.3 Treatment of Payments . Any payments made pursuant to this Article IX or Article X with respect to the Acquired Companies Acquisition or the applicable Acquired Companies shall be treated as an adjustment to the applicable Purchase Price described in such Acquired Companies Annex by the Parties for Tax purposes, unless otherwise required by applicable Law.

ARTICLE X
INDEMNIFICATION, LIMITATIONS OF LIABILITY AND WAIVERS

Section 10.1 Indemnification.

(a) Subject to the terms and conditions of this Article X , from and after each Closing with respect to an Acquired Companies Acquisition, Seller shall indemnify and hold harmless Purchaser from and against all Losses incurred or suffered by Purchaser, the Acquired Companies described in the applicable Acquired Companies Annex, and their respective directors, officers, employees, Affiliates, equity holders, agents, attorneys, representatives, successors and assigns (the “ Purchaser Indemnified Parties ”) based upon, attributable to or resulting from:

(i) any breach of any representation or warranty of Seller contained in this Agreement with respect to such Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex or in the certificate delivered by Seller pursuant to Section 3.2(c)(i) ;

(ii) any breach of any covenant or agreement of Seller contained in this Agreement with respect to such Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex; and

(iii) any Excluded Items described in the applicable Acquired Companies Annex.

(b) Subject to the terms and conditions of this Article X , from and after each Closing with respect to an Acquired Companies Acquisition, Purchaser shall indemnify and hold harmless Seller from and against all Losses incurred or suffered by Seller and its directors, officers, employees, Affiliates, equity holders, agents, attorneys, representatives, successors and assigns (the “ Seller Indemnified Parties ”) based upon, attributable to or resulting from:

(i) any breach of any representation or warranty of Purchaser contained in this Agreement with respect to such Acquired Companies Acquisition or in the certificate delivered by Purchaser pursuant to Section 3.3(c)(i) ; and

(ii) any breach of any covenant or agreement of Purchaser contained in this Agreement with respect to such Acquired Companies Acquisition.

Section 10.2 Limitations of Liability.

(a) Notwithstanding anything in this Agreement to the contrary:

(i) the representations and warranties contained in this Agreement with respect to such Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex shall survive until the date falling twelve (12) months after the applicable Closing Date under such Acquired Companies Annex, except that (A) the representations and warranties set forth in Sections 4.1 , 4.2 , 4.3 , 4.5 , 5.1 , 5.2 , 6.1 , 6.2 and 6.4 shall survive for five (5) years following such Closing Date and (B) the representations and warranties in Section 5.9 shall survive until sixty (60) days after the expiration of the applicable statute of limitations;

(ii) the covenants and agreements in this Agreement that by their nature are required to be performed by or prior to the applicable Closing with respect to an Acquired Companies Acquisition shall terminate with respect to the applicable Acquired Companies Acquisition six (6) months after the applicable Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following such Closing Date shall survive, and thus a claim may brought with respect to a breach thereof, until the date on which each such post-Closing covenant has been fully performed, except that the covenants and agreements in Article IX shall survive until sixty (60) days after the expiration of the applicable statute of limitations;

(iii) neither Indemnifying Party shall have any liability pursuant to Section 10.1 with respect to each Acquired Companies Acquisition or the Acquired Companies described in the applicable Acquired Companies Annex until the aggregate amount of all Losses incurred by the other Indemnified Parties that are subject to indemnification pursuant to Section 10.1 arising out of or relating to such Acquired Companies Acquisition or the applicable Acquired Companies equals or exceeds the Deductible Amount described in the applicable Acquired Companies Annex, in which event the Indemnifying Party shall be liable for Losses arising out of or relating to the applicable Acquired Companies Acquisition or the applicable Acquired Companies only to the extent they are in excess of the Deductible Amount; provided , that this Section 10.2(a)(iii) shall not apply to any Losses incurred by any of the Purchaser Indemnified Parties as a result of any breach by Seller of any of its representations and warranties set forth in Section 5.12(c) , Section 5.13 and Section 5.14 ;

(iv) no Indemnifying Party shall have any liability pursuant to Section 10.1 in connection with any single item or group of related items that result in Losses arising out of or relating to each Acquired Companies Acquisition or the applicable Acquired Companies incurred by the Indemnified Party that are subject to indemnification pursuant to Section 10.1 in the aggregate of less than Fifty Thousand Dollars ($50,000), and no such item or group of related items shall be included in or aggregated for purposes of determining whether the applicable Deductible Amount is exceeded; provided , that this Section 10.2(a)(iv) shall not apply to any Losses incurred by any of the Purchaser Indemnified Parties as a result of any breach by Seller of any of its representations and warranties set forth in Section 5.12(c) , Section 5.13 and Section 5.14 ; and

(v) in no event shall any Indemnifying Party’s aggregate liability for Losses arising out of or relating to an Acquired Companies Acquisition or the applicable Acquired Companies, whether relating to a breach of a representation and warranty, covenant, agreement or obligation in this Agreement and whether based on contract, tort, strict liability, other Laws or otherwise, exceed the Maximum Indemnification Amount; provided that this Section 10.2(a)(v) shall not apply to (1) any such Losses resulting from, arising out of or relating to (A) any willful breach of any representation, warranty or covenant or (B) fraud or (2) any Losses incurred by any of the Purchaser Indemnified Parties as a result of any breach by Seller of any of its representations and warranties set forth in Section 5.12(c), and, provided , further , that, for the avoidance of doubt, the limitation set forth in this subparagraph (v) shall not be construed to limit in any respect Purchaser’s obligation to pay the Purchase Price described in such Acquired Companies Annex or any portion thereof when due.

(b) Notwithstanding the foregoing, if a written claim or written notice is duly given in good faith under this Article X with respect to any representation, warranty, covenant or agreement prior to the expiration of the applicable survival period set forth in Sections 10.2(a)(i) or 10.2(a)(ii) , the Claim with respect to such representation, warranty, covenant or agreement shall continue indefinitely until such Claim is finally resolved pursuant to this Article X .

(c) If any fact, circumstance or condition forming a basis for a Claim for indemnification under this Article X shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under this Article X , there shall be no duplication in the calculation of the amount of the Losses. In addition, Seller shall not have any liability under this Article X for Losses relating to matters used in determining or calculating the Post-Closing Working Capital Adjustment Payment

(other than the failure to pay amounts (if any) that become due and payable by Seller pursuant to the applicable Acquired Companies Annex) in accordance with the terms of the applicable Acquired Companies Annex.

(d) An Indemnifying Party shall not be required to indemnify a Party seeking indemnification to the extent of any Losses that a court of competent jurisdiction or arbitrator(s) shall have determined by final judgment to have resulted from the fraud or willful misconduct of the Party seeking indemnification.

Section 10.3 Notice; Duty to Mitigate.

(a) Each Party shall give written notice to the other Party as soon as practicable after becoming aware of any breach by such other Party of any representation, warranty, covenant, agreement or obligation in this Agreement.

(b) Each Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 shall use its Commercially Reasonable Efforts to mitigate Losses for which indemnification may be sought pursuant to this Article X or Article IX , including (i) using its Commercially Reasonable Efforts to secure payment from insurance policies available and existing on the Closing Date that provide coverage with respect to such Losses (an “ Insurance Payment ”) and (ii) using its Commercially Reasonable Efforts to secure reimbursement, indemnity or other payment from any third Person obligated by contract or otherwise to reimburse, indemnify or pay the Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to such Losses (a “ Third Party Payment ” and, together with an Insurance Payment, a “ Mitigation Payment ”). Notwithstanding anything in this Agreement to the contrary, the recovery by a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 from any Party providing such indemnification shall not relieve the Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 of its obligation to mitigate Losses pursuant to this Section 10.3 .

(c) Any amounts payable to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses pursuant to this Article X or Article IX shall be reduced by the amount of the Mitigation Payment, if any, received by the Person entitled to indemnification pursuant to Section 10.1 or Article IX with respect to such Losses. In the event a payment is made to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses and thereafter such Person receives a Mitigation Payment with respect to such Losses, such Person shall reimburse the Party providing such indemnification an amount equal to the lesser of (i) the Mitigation Payment and (ii) the amount so paid by the Party providing such indemnification.

(d) Any amounts payable to a Person entitled to indemnification pursuant to Section 10.1 or Section 9.2 with respect to any Losses pursuant to this Article X or Article IX shall be reduced by the amount of any insurance proceeds actually recovered (less the cost to collect the proceeds of such insurance and the amount, if any, of the retroactive or other premium adjustments reasonably attributable thereto) and the amount of any net Tax benefits available to such Person as a result of the payment, incurrence or accrual of such Losses.

Section 10.4 Indirect Claims. Without limiting any other remedies of Purchaser under this Agreement, from and after a Closing with respect to any Acquired Companies Acquisition, Purchaser hereby releases Seller, its Affiliates and the officers, directors and employees of the applicable Acquired Companies (acting in their capacity as such) with respect to any claims, liabilities or obligations for controlling stockholder liability or breach of any fiduciary or other duty relating to any pre-Closing actions or failures to act (including negligence or gross negligence) in connection with the business of the applicable Acquired Companies prior to the applicable Closing.

Section 10.5 Waiver of Other Representations.

(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLES IV AND V, IT IS THE EXPLICIT INTENT OF EACH PARTY, AND THE PARTIES HEREBY AGREE, THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT COMMON LAW, STATUTORY OR OTHERWISE, WRITTEN OR ORAL, AND ANY OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER’S INTERESTS IN THE COMPANIES AND THE ASSETS OF THE ACQUIRED COMPANIES ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, EXPRESS OR IMPLIED AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO PURCHASER IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.6 Environmental Waiver and Release. FROM AND AFTER EACH CLOSING WITH RESPECT TO AN ACQUIRED COMPANIES ACQUISITION, EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL RIGHTS OR REMEDIES WHICH PURCHASER MAY HAVE AGAINST SELLER AT OR UNDER LAW OR OTHERWISE WITH RESPECT TO ANY ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS ARE WAIVED RELATING TO THE APPLICABLE ACQUIRED COMPANIES OR THEIR PROPERTIES OR ASSETS. FROM AND AFTER SUCH CLOSING, EXCEPT AS PROVIDED IN THIS AGREEMENT, PURCHASER DOES HEREBY AGREE, WARRANT, AND COVENANT TO (AND PURCHASER SHALL CAUSE THE APPLICABLE ACQUIRED COMPANIES TO) RELEASE, ACQUIT, AND FOREVER DISCHARGE SELLER AND ANY AFFILIATE OF SELLER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF FROM ANY AND ALL LOSSES, INCLUDING ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE OR COMMON LAW, WHICH COULD BE ASSERTED NOW OR IN THE FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS OF THE COMPANIES OR THE ASSETS OF THE APPLICABLE ACQUIRED COMPANIES. FROM AND AFTER CLOSING, PURCHASER AND THE APPLICABLE ACQUIRED COMPANIES WARRANT, AGREE, AND COVENANT NOT TO SUE OR INSTITUTE ARBITRATION AGAINST SELLER OR ANY AFFILIATE OF SELLER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF UPON ANY CLAIM, DEMAND, OR CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD BE ASSERTED FOR ANY SUCH ENVIRONMENTAL LIABILITIES, EXCEPT TO THE EXTENT PURCHASER OR ANY AFFILIATE OF PURCHASER (INCLUDING THE APPLICABLE ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF IS ENTITLED TO INDEMNITY FOR SUCH MATTERS UNDER THIS ARTICLE X .

Section 10.7 Waiver of Remedies.

(a) Purchaser and Seller acknowledge and agree that the indemnification provisions in Article IX and this Article X shall be the exclusive remedy of Purchaser and Seller with respect to any Acquired Companies Acquisition; provided , however , that the foregoing shall not limit or restrict (x) the availability of specific performance or other injunctive or equitable relief to the extent that specific performance or such other relief would otherwise be available to the Parties hereunder (y) prior to a Closing with respect to an Acquired Companies Acquisition, any remedy or relief available under Law, any Transaction Document or otherwise with respect to such Acquired Companies Acquisition, except that, in no event may a claim be made for Non-Reimbursable Damages or (z) any remedy or relief available under Law as a result of willful misconduct or fraud.

(b) Notwithstanding anything in this Agreement to the contrary, except in the case of fraud or willful misconduct, no Representative or Affiliate of Seller shall have any personal liability to Purchaser or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Seller in this Agreement and except in the case of fraud or willful misconduct, no Representative or Affiliate of Purchaser shall have any personal liability to Seller or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of Purchaser in this Agreement.

Section 10.8 Indemnification Procedures.

(a) In the event that (i) a Purchaser Indemnified Party or Seller Indemnified Party seeking indemnification (the “ Indemnified Party ”) becomes aware of the existence of any Claim with respect to which payment may be sought under this Article X or Article IX (an “ Indemnification Claim ”) or (ii) any legal proceedings shall be instituted, or any Claim shall be asserted, by any Person not party to this Agreement with respect to an Indemnification Claim (a “ Third Party Claim ”), the Indemnified Party shall promptly cause written notice thereof (a “ Claim Notice ”) to be delivered to the party from whom indemnification is sought (the “ Indemnifying Party ”); provided that , so long as such notice is given within the applicable time period described in Section 10.2(a)(i) or (a)(ii) , no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. Each Claim Notice shall be in writing and (A) shall specify the asserted factual basis for indemnification claimed by the Indemnified Party, (B) if such Claim Notice is being given with respect to a Third Party Claim, shall describe in reasonable detail such Third Party Claim and shall be accompanied by copies of all relevant pleadings, demands and other papers served on the Indemnified Party and (C) shall specify the amount of (or if not finally determined, a good faith estimate of) the Losses being incurred by, or imposed upon, the Indemnified Party on account of the basis for the claim for indemnification.

(b) The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise handle any Indemnification Claim and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise handle any Indemnification Claim, it shall within thirty (30) days after receipt of notice of the underlying Third Party Claim (or sooner, if the nature of the Indemnification Claim so requires) (the “ Dispute Period ”) notify the Indemnified Party of its intent to do so. If the Indemnifying Party does not elect within the Dispute Period to defend against, negotiate, settle or otherwise handle any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise handle such Indemnification Claim. If the Indemnifying Party elects to defend against, negotiate, settle with or otherwise handle any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided , however , that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a

conflict exists between the Indemnified Party and the Indemnifying Party; and provided , further , that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Indemnification Claim. The Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, agree to cooperate with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 10.8 to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment (each a “ Settlement ”) unless (A) the claimant and such Indemnifying Party provide to such Indemnified Party an unqualified release from all liability with respect to the Indemnification Claim and (B) such Settlement does not impose any liabilities or obligations on the Indemnified Party.

(c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a Settlement or arbitration shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to an Indemnification Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall make prompt payment thereof pursuant to the terms of the agreement reached with respect to the Indemnification Claim.

(d) If the Indemnifying Party does not undertake within the Dispute Period to defend against an Indemnification Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but, in such case, the Indemnified Party shall control the investigation and defense. Notwithstanding the foregoing or anything in this Section 10.8 to the contrary, the Indemnified Party shall not effect a Settlement without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) In the event that an Indemnified Party has delivered a Claim Notice with respect to an Indemnification Claim that does not involve a Third Party Claim, such Indemnification Claim shall be resolved through the dispute resolution process set forth in Section 12.15 .

(f) To the extent that this Section 10.8 conflicts with the procedures in Article IX , Article IX shall govern.

Section 10.9 Access to Information. After each Closing Date with respect to an Acquired Companies Acquisition, Seller and Purchaser shall grant each other (or their respective designees), and Purchaser shall cause the applicable Acquired Companies to grant to Seller (or its designees), access at all reasonable times upon reasonable notice to all of the information, books and records relating to the applicable Acquired Companies in its possession, to the extent such books and records reasonably relate to an Indemnification Claim or Third Party Claim and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate, prosecute or defend any claims between the Parties arising under, this Agreement other than (a) information relating to post-Closing periods that is commercially sensitive, trade secret or otherwise confidential or (b) in the case of claims between the Parties, any information that is subject to any attorney-client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. At or promptly after such Closing, Seller shall deliver to Purchaser all books, records, correspondence, files, and other information of or relating to the applicable Acquired Companies or their properties, business, operations or condition (other than any of the foregoing items that relate to applicable Excluded Items) in Seller’s or its Affiliate’s possession to the extent

such information is not in the custody or possession of the applicable Acquired Companies on the applicable Closing Date other than (i) information relating to pre-Closing periods with respect to any non-Company Affiliate that is commercially sensitive, trade secret or otherwise confidential or (ii) in the case of claims between the Parties, any information that is subject to any attorney client, work product or other privilege or that otherwise would not be required to be provided pursuant to a subpoena or other civil discovery procedure. To the extent that this Section 10.9 conflicts with the procedures in Article IX , Article IX shall govern.

ARTICLE XI
CONFIDENTIALITY

Section 11.1 Pre-Closing Confidential Information. Prior to the occurrence of the Closing with respect to an Acquired Companies Acquisition, neither Party shall disclose or otherwise make available to any other third party (other than (a) such Party’s Representatives or (b) rating agencies and current or prospective lenders and equity providers, provided each such Person described in this clause (b) agrees to maintain the confidentiality of such information pursuant to an executed confidentiality agreement containing terms similar, in all material respects, to the provisions of this Article XI ) any information of a technical, commercial or business nature regarding the other Party, the applicable Acquired Companies or the terms or conditions of this Agreement or such transactions (“ Pre-Closing Confidential Information ”) without the prior written consent of such Party, except to the extent that disclosure of such Pre-Closing Confidential Information is required by court order, a Governmental Authority or applicable Law or the rules of any recognized national stock exchange. Pre-Closing Confidential Information shall not include information which (i) has become generally known or available within the industry or the public though no act or omission of the disclosing Party; (ii) the disclosing Party can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of the disclosing Party; (iii) was received by the disclosing Party from a third party who became aware of it through no act or omission of the disclosing Party and who is not known to the disclosing Party to be under an obligation of confidentiality to the other Party; or (iv) the disclosing Party can demonstrate was independently developed by employees or consultants of such Party. In the event that disclosure is required by court order, a Governmental Authority or applicable Law or the rules of any recognized national stock exchange, to the extent permitted by applicable Law, the Party subject to such requirement shall promptly notify the other Party and will use reasonable efforts to obtain protective orders or similar restraints with respect to such disclosure.

Section 11.2 Post-Closing Seller Confidential Information.

(a) Purchaser acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Purchaser agrees from and after a Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Seller Confidential Information without the prior written consent of Seller. Information shall not be deemed to be Seller Confidential Information if (i) it has become generally known or available within the industry or the public though no act or omission of Purchaser; (ii) Purchaser can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Purchaser; (iii) it was received by Purchaser from a third party who became aware of it through no act or omission of Purchaser and who is not known to Purchaser to be under an obligation of confidentiality to Seller; or (iv) Purchaser can demonstrate it was independently developed by employees or consultants of Purchaser.

(b) From and after a Closing with respect to any Acquired Companies Acquisition, Purchaser shall maintain any applicable Seller Confidential Information which has been or will be disclosed directly or indirectly to Purchaser by or on behalf of Seller in confidence by it and shall not disclose or cause to be disclosed by Purchaser or any third party without Seller’s prior express written consent; provided ,

however , that Purchaser may disclose applicable Seller Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Purchaser in connection with Purchaser’s evaluation or implementation of any Acquired Companies Acquisition; provided , further , that such persons have been informed of the duties required hereby and Purchaser causes such persons to comply with such duties. From and after such Closing, if applicable Seller Confidential Information is disclosed under the provisions of this Section 11.2(b) , to the extent permitted by applicable Law, Purchaser shall notify Seller of the same in writing not later than ten (10) Business Days following the disclosure.

(c) Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of such applicable Seller Confidential Information by Purchaser to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto or (v) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Seller or its Affiliates, on the one hand, and Purchaser or its Affiliates, on the other hand.

Section 11.3 Post-Closing Purchaser Confidential Information.

(a) Seller acknowledges that Purchaser Confidential Information is valuable and proprietary to Purchaser and Seller agrees from and after a Closing with respect to any Acquired Companies Acquisition not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any applicable Purchaser Confidential Information without the prior written consent of Purchaser. Information shall not be deemed to be Purchaser Confidential Information if it has become generally known or available within the industry or the public though no act or omission of Seller.

(b) From and after a Closing with respect to any Acquired Companies Acquisition, Seller shall maintain any applicable Purchaser Confidential Information which has been or will be disclosed directly or indirectly to Seller by or on behalf of Purchaser in confidence by it and shall not disclose or cause to be disclosed by Seller or any third party without Purchaser’s prior express written consent; provided , however , that Seller may disclose Purchaser Confidential Information to persons who provide financial analysis, financial ratings, banking, legal, accounting, or other services to Seller in connection with the implementation of any Acquired Companies Acquisition; provided , further , that such persons have been informed of the duties required hereby and Seller causes such person to comply with such duties. From and after such Closing, if applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.3(b) , to the extent permitted by applicable Law, Seller shall notify Purchaser of the same in writing not later than ten (10) Business Days following the disclosure.

(c) Notwithstanding anything in this Agreement to the contrary, the provisions of this Article XI shall not prohibit the disclosure of applicable Purchaser Confidential Information by Seller to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) to comply with applicable Law, (iv) to provide services to Purchaser or its Affiliates, pursuant to this Agreement or any of the other agreements entered into pursuant hereto, (v) in connection with asserting any rights or remedies or performing any obligations under this Agreement or any other agreements entered into pursuant hereto or (vi) in connection with asserting any rights or remedies or performing any obligations under any other written agreement between Purchaser or its Affiliates, on the one hand, and Seller or its Affiliates, on the other hand.

Section 11.4 Limitations on Confidential Information.

(a) Notwithstanding Section 11.2(b) and Section 11.3(b) , from and after a Closing with respect to any Acquired Companies Acquisition, applicable Seller Confidential Information and applicable Purchaser Confidential Information may be disclosed if required by any Governmental Authority or court or otherwise by Law; provided , however , that: (i) such applicable Seller Confidential Information and applicable Purchaser Confidential Information is submitted under any and all applicable provisions for confidential treatment and (ii) if the disclosing Party is permitted to do so, the other Party is given written notice of the requirement for disclosure promptly after such disclosure is requested, so that it may take whatever action it deems appropriate, including intervention in any proceeding and seeking a protective order or an injunction, to prohibit such disclosure. If applicable Seller Confidential Information or applicable Purchaser Confidential Information is disclosed under the provisions of this Section 11.4(a) , to the extent permitted by applicable Law, the disclosing Party shall notify the other Party of the same in writing not later than five (5) Business Days following the disclosure.

(b) Each Party hereby agrees that from and after a Closing with respect to any Acquired Companies Acquisition it will not make any use of any applicable Seller Confidential Information or applicable Purchaser Confidential Information, as applicable, except in connection with any Acquired Companies Acquisition, unless specifically authorized to do so in writing, and this Agreement shall not be construed as a license or authorization to either Party to utilize applicable Seller Confidential Information or applicable Purchaser Confidential Information, as applicable, except for such purpose; provided , however , that notwithstanding anything in this Agreement to the contrary, nothing herein shall restrict or limit in any manner the use by Purchaser (or its Affiliates or its or their respective Representatives) of any applicable Purchaser Confidential Information or Seller (or its Affiliates or its or their respective Representatives) of any applicable Seller Confidential Information, other than the terms and conditions of this Agreement.

(c) From and after a Closing with respect to any Acquired Companies Acquisition, upon a Party’s request, the other Party shall return or destroy as promptly as practicable, but in a period not to exceed ten (10) Business Days, (i) all applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) provided to such Party, as appropriate, including all copies of such applicable Seller Confidential Information, or applicable Purchaser Confidential Information (as applicable) and (ii) to the extent embodying applicable Seller Confidential Information or applicable Purchaser Confidential Information, all notes or other documents in digital or other format in their possession or in the possession of other persons to whom applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) was properly provided by such Party; provided , however , copies of materials or summaries containing or reflecting applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) may be retained (and are not required to be destroyed) (A) by the Purchaser’s or the Seller’s, as applicable, in house or external attorneys to prevent possible future misunderstandings regarding the scope of the disclosure, (B) by Purchaser or Seller, as applicable, and their respective Representatives (1) to the extent and in the manner required in order to comply with any Law or professional record keeping obligation and (2) that is contained in an archived computer system backup in accordance with security or disaster recovery procedures, in each case so long as applicable Seller Confidential Information or applicable Purchaser Confidential Information (as applicable) retained pursuant to this Section 11.4(c) is not disclosed or used in violation of the other terms of this Agreement and (C) by Seller (or its Affiliates or its or their respective Representatives) if it is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) that such applicable Purchaser Confidential Information is required in order to provide services to Purchaser or any of the applicable Acquired Companies.

(d) Notwithstanding anything in this Article XI to the contrary, Purchaser hereby acknowledges that the terms of this Article XI shall not restrict the use or retention by Seller or its Affiliates or their Representatives of Purchaser Confidential Information to the extent the use or retention of such

Purchaser Confidential Information is determined in good faith by Seller (or its Affiliates or its or their respective Representatives) to be required in order to provide services to Purchaser or any of the Acquired Companies.

ARTICLE XII
MISCELLANEOUS

Section 12.1 Notices . Unless otherwise set forth herein, any notice, request, instruction or other document to be given, provided or furnished hereunder by any Party to the other Party shall be in writing and shall be deemed duly given, provided or furnished (a) upon delivery, when delivered personally, (b) one (1) Business Day after being sent by overnight courier or when sent by facsimile transmission (with a confirming copy sent by overnight courier) or (c) three (3) Business Days after being sent by registered or certified mail, postage prepaid, as follows:

If to Seller:

NEP US SellCo, LLC
c/o NextEra Energy Resources, LLC
700 Universe Boulevard
Juno Beach, Florida 33408-2683
Attention:
Facsimile:

With a copy (which shall not constitute effective notice) to:

Hogan Lovells US LLP
600 Brickell Avenue, Suite 2700
Miami, FL 33131
Attention: Thomas Woolsey, Esq.
Facsimile: 1 305 459 6550

If to Purchaser:

NextEra Energy Partners Acquisitions, LLC
c/o NextEra Energy Partners GP, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408-2683
Attention:
Facsimile:

With a copy (which shall not constitute effective notice) to:

Richards, Layton & Finger, P.A.
One Rodney Square

920 North King Street
Wilmington, Delaware 19801
Attention: Srinivas Raju, Esq.
Facsimile: 1 302 498 7701

or to such other Persons, addresses or facsimile as may be designated in writing by the party to receive such notice.

Section 12.2 Remedies.

(a) The Parties agree that damages at Law shall be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement by Purchaser or Seller, and, accordingly, the parties shall be entitled to injunctive relief with respect to any such breach, including specific performance of such covenants, promises or agreements or an order enjoining such other party from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement, all without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond. The rights set forth in this Section 12.2 shall be in addition to any other rights which the parties may have at Law or in equity pursuant to this Agreement.

(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY OR ITS AFFILIATES, OR THEIR RESPECTIVE REPRESENTATIVES SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING LOSS OF REVENUE, INCOME OR PROFITS BUT ONLY TO THE EXTENT THE SAME ARE NOT DIRECT DAMAGES), DIMINUTION OF VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY OF ANY OTHER PARTY OR ANY OF SUCH PARTY’S AFFILIATES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S OR ITS AFFILIATE’S, OR ANY OF THEIR RESPECTIVE OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR REPRESENTATIVE’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, AND IN PARTICULAR, NO “MULTIPLE OF PROFITS” OR “MULTIPLE OF CASH FLOW” OR SIMILAR VALUATION METHODOLOGY SHALL BE USED IN CALCULATING THE AMOUNT OF ANY LOSSES, EXCEPT IN EACH CASE, ANY SUCH AMOUNTS REQUIRED TO BE PAID TO THIRD PARTIES PURSUANT TO A THIRD-PARTY CLAIM THAT IS SUBJECT TO AN INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT (collectively, “ Non-Reimbursable Damages ”).

Section 12.3 Entire Agreement. The Confidentiality Agreement, this Agreement and the Transaction Documents supersede all prior discussions and agreements between the Parties with respect to the subject matter hereof, and this Agreement, the Transaction Documents, the Confidentiality Agreement and the other documents delivered pursuant to this Agreement contain the sole and entire agreement of the Parties hereto with respect to the subject matter hereof. The Parties hereto have voluntarily agreed to define their rights, liabilities and obligations with respect to the subject matter hereof exclusively in contract pursuant to the express terms and provisions of this Agreement, the Transaction Documents, the Confidentiality Agreement and the other documents delivered pursuant to this Agreement; and the Parties hereto expressly disclaim that they are owed any duties in connection with the transactions contemplated hereby or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the subject matter hereof shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement).

Section 12.4 Expenses. Except as otherwise expressly provided in this Agreement, whether or not any of the transactions contemplated hereby are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby, including all expenses and costs incurred to obtain approvals required by such Party from Governmental Authorities.

Section 12.5 Schedules. Seller may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement. Information disclosed in any Schedule shall constitute a disclosure for purposes of all other Schedules notwithstanding the lack of specific cross-reference thereto, but only to the extent the applicability of such disclosure to such other Schedule is reasonably apparent on its face. In no event shall the inclusion of any matter in the Schedules be deemed or interpreted to broaden Seller’s representations, warranties, covenants or agreements contained in this Agreement. The mere inclusion of an item in the Schedules shall not be deemed an admission by Seller that such item represents a material exception or fact, event, or circumstance or that such item is reasonably likely to result in a Material Adverse Effect.

Section 12.6 Nature of Representations and Warranties. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein. The Parties have agreed that should any representation or warranty of any Party prove untrue, the other Parties shall have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any Party hereto as a result of the untruth of any such representation or warranty.

Section 12.7 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.

Section 12.8 Amendment; Amendments Relating Only to an Acquired Companies Acquisition.

(a) This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

(b) In addition to any other amendment to this Agreement made in accordance with Section 12.8(a) , the Parties may amend this Agreement to include an additional Acquired Companies Annex by executing an amendment in the form of Exhibit G hereto, which shall include as an attachment thereto the form of such Acquired Companies Annex. Upon execution by the Parties of such amendment, such attachment shall become an Acquired Companies Annex for all purposes of this Agreement to the same extent as if such Acquired Companies Annex was originally attached to this Agreement.

(c) The provisions of this Agreement (excluding each Acquired Companies Annex) may be amended as provided in Part IX of an Acquired Companies Annex with respect to the Acquired Companies Acquisition to which such Acquired Companies Annex applies, which amendment shall supersede the provision so amended only as it relates to the applicable Acquired Companies Acquisition.

Section 12.9 No Third Party Beneficiary. Except as specified in Article X (which provisions are intended for the benefit of the Persons identified therein), the terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

Section 12.10 Assignment; Binding Effect. Purchaser may assign its rights to indemnification under this Agreement to Purchaser’s lenders for collateral security purposes, but such assignment shall not release Purchaser from its obligations hereunder. Except as provided in the preceding sentence, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

Section 12.11 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

Section 12.12 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, such provision will be fully severable, this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible for such provision to be legal, valid and enforceable.

Section 12.13 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or portable document format (.pdf) copies hereof or signature hereon shall, for all purposes, be deemed originals.

Section 12.14 Governing Law; Waiver of Jury Trial; Service of Process .

(a) This Agreement and each other Transaction Document (unless expressly provided otherwise therein), and all Disputes, claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or such Transaction Documents, the negotiation, execution or performance of this Agreement or such Transaction Documents (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or such Transaction Documents or as an inducement to enter into this Agreement or such Transaction Documents), whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the internal substantive Laws of the State of New York without giving effect to any conflict or choice of law provision. Each Party hereby agrees that this Agreement involves at least $1,000,000 and that this Agreement has been entered into in express reliance on Sections 5-1401 and 5-1402 of the New York General Obligations Law.

(b) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

(c) Each Party irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address

set forth above in Section 12.1 and agrees that such service shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 12.14 . Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable Law.

Section 12.15 Alternative Dispute Resolution . In the event of any claim, dispute or controversy arising under, out of or relating to this Agreement or any of the other Transaction Documents or any breach or purported breach hereof or thereof (the “ Dispute ”) which the Parties hereto have been unable to settle or agree upon in the normal course of business and within a period of fifteen (15) days after the Dispute arises, the Parties shall follow the dispute resolution process as set forth herein.

(a) Negotiations . The Parties shall attempt in good faith to resolve the Dispute promptly by negotiation between senior officers who have authority to settle the controversy. Either Party may give the other Party written notice of the existence of any such Dispute. Within ten (10) days after delivery of the notice, the Party receiving the notice shall submit to the disputing Party a written response. The notice and the response shall include: (1) a statement of each Party’s position and a summary of arguments supporting that position; and (2) the name and title of the executive who will represent the Party in the negotiations and of any other person who will accompany the senior officer. Within twenty (20) days after delivery of the disputing Party’s notice, the senior officers shall meet in a mutually acceptable time, manner and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by a Party to the other will be honored. All negotiations pursuant to this Section 12.15 are confidential and without prejudice.

(b) Mediation . If the Dispute has not been resolved by negotiation within thirty (30) days of the disputing Party’s notice, or if the Parties failed to meet within twenty (20) days after delivery of the disputing Party’s notice and upon mutual agreements of the Parties, the Dispute shall be referred to non-binding mediation before a qualified and experienced mediator to be mutually agreed to by the Parties. The place of mediation shall be Palm Beach County, Florida. The Parties shall agree upon a mediator within ten (10) days after referral of the Dispute to non-binding mediation. If the Parties cannot agree on a mediator within such ten (10) days, either Party may submit the dispute to arbitration pursuant to Section 12.15(c) below. The mediator shall be a retired judge or a licensed attorney with at least ten (10) years’ experience in the electric utility industry from the national roster of mediators of the American Arbitration Association (the “ AAA ”). Compensation of the mediator and other mediation fees; costs, and expenses assessed by the mediator shall be borne equally by the parties. Each Party shall otherwise pay for its own costs incurred to participate in the mediation.

(i) After, but only after the period for resolution of a Dispute set forth in Section 12.15(a) and Section 12.15(b) , as appropriate, has terminated without a resolution, at the request of either Party to the Dispute, the Dispute shall be referred to and finally settled by binding arbitration in accordance with the Commercial Arbitration Rules (the “ Rules ”) of the AAA then in effect before a panel of three (3) arbitrators. The arbitration shall be conducted in English and shall take place in Palm Beach County, Florida or in any other place and location mutually agreed upon by the Parties hereto.

(ii) The arbitration shall be conducted before a three (3) member panel, with each Party selecting one arbitrator and the third arbitrator, who shall be the chairman of the panel, being selected by the two party-appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration

and the responding Party shall name its arbitrator within ten (10) days after receipt of the demand for arbitration. The third arbitrator shall be named within ten (10) days after the appointment of the second arbitrator. If the two (2) party-appointed arbitrators are unable to agree upon the third arbitrator within fifteen (15) days after the two (2) party arbitrators have been appointed; the third arbitrator shall be selected by the AAA in accordance with the Rules. Each arbitrator will be qualified by at least ten (10) years’ experience in the electric utility industry, and the chairman of the arbitration panel shall be a licensed attorney whose primary area of practice for the preceding ten (10) years is the electric utility industry.

(iii) The award rendered by the arbitration panel shall be: (1) in writing, signed by the arbitrators, stating the reasons upon which the award is based; (2) rendered as soon as practicable after conclusion of the arbitration; and (3) final and binding upon the Parties without the right of appeal to the courts, including the question of cost of the arbitration and all matters related thereto. Each of the Parties agrees that any judgment rendered by the arbitrators against it may be entered in either (1) the Federal court of the Southern District of New York to the extent that such court has or can exercise jurisdiction or (2) the New York state courts in New York County, New York, to the extent that the Federal court of the Southern District of New York does not have or cannot exercise jurisdiction, and any such judgment entered in either such court may be executed against such Party’s assets in any jurisdiction. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF (1) THE FEDERAL COURT OF THE SOUTHERN DISTRICT OF NEW YORK TO THE EXTENT THAT SUCH COURT HAS OR CAN EXERCISE JURISDICTION AND (2) THE NEW YORK STATE COURTS IN NEW YORK COUNTY, NEW YORK, TO THE EXTENT THAT THE FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK DOES NOT HAVE OR CANNOT EXERCISE JURISDICTION, AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY WAIVES, AND SHALL NOT ASSERT AS A DEFENSE IN ANY LEGAL DISPUTE, THAT (1) SUCH PARTY IS NOT SUBJECT THERETO, (2) SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT, OR IS NOT MAINTAINABLE, IN SUCH COURT, (3) SUCH PARTY’S PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, (4) SUCH ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (5) THE VENUE OF SUCH ACTION, SUIT OR PROCEEDING IS IMPROPER. A FINAL JUDGMENT IN ANY ACTION, SUIT OR PROCEEDING DESCRIBED IN THIS SECTION FOLLOWING THE EXPIRATION OF ANY PERIOD PERMITTED FOR APPEAL AND SUBJECT TO ANY STAY DURING APPEAL SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAWS. The arbitrators shall, in any award, allocate all of the costs of the binding arbitration (other than each Party’s individual attorneys’ fees and costs related to the Party’s participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the arbitrators, against the Party who did not prevail. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration.

(iv) The arbitrators shall have no jurisdiction to consider: (1) any Non-Reimbursable Damages arising under, arising out of or related to this Agreement or any of the other Transaction Documents or damages beyond the limitations of liability contained in this Agreement, regardless of the legal theory under which such damages may be sought and even if the Parties have been advised of the possibility of such damages or loss; or (2) any challenge to the limitations of liability contained in this Agreement.

(d) Each Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction as provided in Section 12.15(c)(iii) any injunctive, interim or provisional relief that is necessary to protect the rights or property of that Party.

Section 12.16 ROFO Projects . The Parties agree that each Acquired Companies Acquisition and the purchase and sale of each Interest pursuant hereto shall be deemed to have been offered pursuant to the Right of First Offer Agreement, dated as of July 1, 2014 (the “ ROFO Agreement ”), by and among NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, and the Applicable Acquired Companies shall be considered NEER ROFO Assets (as defined in the ROFO Agreement) for purposes of the ROFO Agreement and otherwise.

Section 12.17 Amendment and Restatement . This Agreement amends and restates in its entirety the Original Agreement, effective as of the Amendment and Restatement Effective Date. All rights, benefits, duties, liabilities and obligations of the Parties under the Original Agreement are hereby amended, restated and superseded in their entirety according to the terms and provisions set forth herein and the terms and provisions of this Agreement shall apply to each Acquired Companies Acquisition made pursuant to the Future Acquired Companies Annexes. Notwithstanding the foregoing, the provisions of the Original Agreement shall continue to apply to each of the Acquired Companies Acquisitions made pursuant to the Original Agreement and the Original Acquired Companies Annexes as if this Agreement had not been entered into by the Parties and the Original Agreement shall not be superseded by this Agreement to the extent applicable to such Acquired Companies Acquisitions.

[ Remainder of Page Intentionally Left Blank; Signature Page Follows ]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

SELLER

NEP US SELLCO, LLC

By: ____ MARK E. HICKSON

Name: Mark E. Hickson
Title: Vice President

PURCHASER

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

By: _ ARMANDO PIMENTEL, JR.

Name: Armando Pimentel, Jr.
Title: President

Signature Page to Amended and Restated Purchase and Sale Agreement

EXHIBIT A

DEFINITIONS

Certain Definitions . As used herein:

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ AAA ” has the meaning given to it in Section 12.15(b) .

“ Acquired Companies ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies Acquisition.

“ Acquired Companies Acquisition ” means, as to each group of Acquired Companies, the transactions contemplated by this Agreement and the applicable Acquired Companies Annex and any other Transaction Document entered into, or to be entered into, in connection with such transactions pursuant to this Agreement and the applicable Acquired Companies Annex.

“ Acquired Companies Annexes ” means the annexes to this Agreement that set forth the applicable terms and conditions, in addition to the terms and conditions set forth in the body of this Agreement, pursuant to which Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, on a Closing Date, all of Seller’s right, title and interest in, to and under, the Interest described in such Acquired Companies Annex. The “Acquired Companies Annexes” shall also include each additional Acquired Companies Annex that is made a part of this Agreement upon the execution of an Additional Acquired Companies Amendment to this Agreement pursuant to Section 12.8(b) .

“ Additional Acquired Companies Amendment ” means an amendment to this Agreement entered into by and between the Parties, substantially in the form attached hereto as Exhibit G , pursuant to which an additional Acquired Companies Annex is made a part of this Agreement.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

“ Agreement ” means this Amended and Restated Purchase and Sale Agreement, including the Exhibits and each Acquired Companies Annex that is made a part of this Agreement upon the execution of an Additional Acquired Companies Amendment to this Agreement pursuant to Section 12.8(b) , including the Schedules thereto, as the same may be further amended, amended and restated, supplemented or otherwise modified.

“ Amendment and Restatement Effective Date ” has the meaning given to it in the preamble.

“ Balance Sheet Date ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Base Purchase Price ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Benefit Plan ” means (a) each “ employee benefit plan, ” as such term is defined in Section 3(3) of ERISA, (b) each plan, agreement or arrangement that would be an “ employee benefit plan ,” as such term is

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defined in Section 3(3) of ERISA, if it was subject to ERISA, such as foreign plans and plans for directors, (c) each stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock, equity or equity-based plan, agreement or arrangement (whether qualified or nonqualified) or (d) each employment, individual consulting, retention, change of control, severance, retirement, bonus, incentive compensation, deferred compensation, medical, retiree medical, vision, dental, other health, life insurance plan, agreement or arrangement insurance plan.

“ Business ” means, with respect to a group of Acquired Companies, the ownership, development, construction, financing and operation of the Facility and related interconnection infrastructure.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York and Florida are authorized or required by applicable Law to be closed.

“ Cash Sweep and Credit Support Agreement ” means the Cash Sweep and Credit Support Agreement, dated as of July 1, 2014, between NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, as amended from time to time.

“ Casualty Value ” has the meaning given to it in Section 7.5 .

“ Claim ” means any demand, claim, action, investigation, legal proceeding (whether at law or in equity) or arbitration.

“ Claim Notice ” has the meaning given to it in Section 10.8(a) .

“ Closing ” means, as to the sale and purchase of the Interest with respect to each group of Acquired Companies, the closing of the transactions contemplated in the Acquired Companies Annex for such Acquired Companies as provided for in Section 3.1 .

“ Closing Conditions ” means the conditions set forth in Section 3.4 , Section 3.5 and Section 3.6 and, with respect to each group of Acquired Companies, the conditions set forth in the applicable Acquired Companies Annex.

“ Closing Date ” means, with respect to each group of Acquired Companies, the date on which the Closing of the applicable Acquired Companies Acquisition occurs as provided for in Section 3.1 .

“ Closing Purchase Price ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commercially Reasonable Efforts ” means efforts that are designed to enable a Party to satisfy a condition to, or otherwise assist in the consummation of, each Acquired Companies Acquisition and that do not require the performing Party to expend any funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of such Acquired Companies Acquisition.

“ Company ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Company Consents ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

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“ Condemnation Value ” has the meaning given to it in Section 7.6 .

“ Confidentiality Agreement ” means the Global Confidentiality Agreement, dated as of March 23, 2015, between Energy Resources and NextEra Energy Partners, LP, a Delaware limited partnership, as the same may be amended, supplemented or modified.

“ Consents ” means all consents, waivers, approvals, allowances, authorizations, declarations, filings, recordings, registrations, validations or exemptions and notifications.

“ Contract ” means any legally binding contract, lease, license, note, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement or other legally binding arrangement, whether oral or written, but shall exclude Permits.

“ Deductible Amount ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Dispute ” has the meaning given to it in Section 12.15 .

“ Dispute Period ” has the meaning given to it in Section 10.8(b) .

“ Effective Date ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Encumbrances ” means any mortgages, pledges, liens, security interests, charge, claim, equitable interest, infringement of a third party patent, copyright, trade secret or other intellectual property right, encumbrance, restriction on transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection to the payment of any indebtedness, or restriction on the creation of any of the foregoing, whether relating to any property or right or the income or profits therefrom.

“ Energy Resources ” means NextEra Energy Resources, LLC, a Delaware limited liability company.

“ Environmental Claim ” means any claim, action, proceeding, loss, cost, expense, liability, fine, penalty or damage arising out of or related to any violation of, or liability under, Environmental Law.

“ Environmental Law ” means all applicable Laws relating to (a) pollution, (b) protection of public health and safety, (c) emissions, discharges, releases or threatened releases of any Hazardous Material into the environment (including ambient air, surface water, ground water, land surface or subsurface strata); (d) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of any Hazardous Material; and (e) the environment or natural resources, including, but not limited to the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. §6901 et. seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et. seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et. seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Clean Water Act (33 U.S.C. §1311, et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001, et seq.) and the Occupational Safety and Health Act of 1970 (29 U.S.C. §651, et seq.), and the regulations promulgated pursuant thereto, and corresponding state laws, and the regulations promulgated thereto.

“ Environmental Permits ” has the meaning given to it in Section 5.14(b) .

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“ Equity Interests ” means capital stock, partnership or membership interests, trust interests or units (whether general or limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity.

“ Equity Securities ” means (a) Equity Interests, (b) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to acquire, any Equity Interests and (c) securities convertible into or exercisable or exchangeable for shares of Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ Excluded Items ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Facility ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ FERC ” means the Federal Energy Regulatory Commission or its successor Governmental Authority.

“ Financial Statements ” has the meaning given to it in Section 5.19 .

“ Future Acquired Companies Annex ” has the meaning given to it in the recitals hereto.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Good Industry Practices ” means any of the practices, methods and acts generally engaged in or approved by a significant portion of the wind power generation industry or solar power generation industry, as the case may be, with respect to the Business of the applicable Acquired Companies, during the relevant time period that, in the exercise of reasonable and professional judgment in light of the applicable manufacturer’s recommendations and the facts known or that reasonably should have been known at the time the decision was made, would reasonably have been expected to accomplish the desired result consistent with Law, Permits, good business practices, reliability, safety, economy and expedition. Good Industry Practices are not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather are intended to include acceptable practices, methods, or acts generally accepted in the region where the applicable Project is located.

“ Governmental Authority ” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any other nation or any state, county, city, province or other political subdivision or similar governing entity, and including any governmental, quasi-governmental or non-governmental body administering, regulating or having general oversight over electricity, power or other markets.

“ Guarantor ” means ESI Energy, LLC, a Delaware limited liability company.

“ Guaranty Agreement ” has the meaning given to it in Section 3.2(d) .

“ Hazardous Material ” means any and all materials (including substances, chemicals, compounds, mixtures, wastes, pollutants and contaminants) (i) to the extent such materials are regulated under Environmental Laws as being hazardous, acutely hazardous or toxic, and; or (ii) any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation or friable asbestos.

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“ Indemnification Claim ” has the meaning given to it in Section 10.8(a) .

“ Indemnified Party ” has the meaning given to it in Section 10.8(a) .

“ Indemnifying Party ” has the meaning given to it in Section 10.8(a) .

“ Insurance Payment ” has the meaning given to it in Section 10.3(b) .

“ Intellectual Property ” means all intellectual property and rights therein, however denominated, throughout the world, whether or not registered, including the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, business names, logos, trade dress, and registrations and applications for registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents, and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom, (d) trade secrets and confidential information, including ideas, technology, inventions, invention disclosures, discoveries, improvements, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable and (e) the Intellectual Property Licenses.

“ Intellectual Property Licenses ” means (i) any grant to a third Person of any right to use any of the Intellectual Property owned by any of the Acquired Companies or (ii) any grant to any of the Acquired Companies of a right to use a third Person’s intellectual property rights which is necessary for the use of any Intellectual Property currently used by or that will be required to be used by any of the Acquired Companies after the Closing, which is not owned by any of the Acquired Companies.

“ Interest ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Interim Period ” means, as to each group of Acquired Companies, the period of time from the applicable Effective Date until either (a) the Closing Date occurs with respect to such Acquired Companies or (b) the date any termination of this Agreement becomes effective with respect to the Acquired Companies Acquisition for such Acquired Companies.

“ Knowledge ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Land Contracts ” means (i) the deeds, leases, sublease or sub-sublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in a Project Site, easements, options and other real property estates, interests or rights in and to the Project Site held by any Acquired Company, and (ii) all development, triparty and like agreements regarding a Project Site, construction contracts and any and all other agreements with county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of a Project Site and all portions thereof to which any Acquired Company is a party or bound, in each case together with all modifications, supplements or amendments thereto.

“ Laws ” means all federal, state, local or foreign laws, statutes, common law, rules, codes, regulations, restrictions, ordinances, tariffs, orders, decrees, approvals, directives, judgments, rulings, injunctions, writs

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and awards of, or issued, promulgated, enforced or entered by, any and all Governmental Authorities (including any court of competent jurisdiction), or other requirement or rule of law.

“ Loss ” means any and all judgments, losses, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, losses and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment). For all purposes in this Agreement the term “ Losses ” does not include any Non-Reimbursable Damages.

“ Management Services Agreement ” means the Management Services Agreement, dated as of July 1, 2014, between NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and NextEra Energy Management Partners, LP, a Delaware limited partnership, as amended from time to time.

“ Material Adverse Effect ” means, with respect to each group of Acquired Companies and the applicable Acquired Companies Acquisition, any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, operations, assets, properties or condition (financial or otherwise) of the applicable Acquired Companies taken together as a whole or (ii) Seller’s ability to consummate the applicable Acquired Companies Acquisition; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall not be taken into account any effect resulting from (a) any change in economic or business conditions generally, financial markets generally or in the industry or markets in which any applicable Acquired Company operates or is involved, (b) any change in general legal, regulatory or political conditions, including any commencement, continuation or escalation of war, material armed hostilities or terrorist activities or other material international or national calamity or act of terrorism directly or indirectly involving or affecting the United States, (c) any changes in accounting rules or principles (or any interpretations thereof), including changes in GAAP, (d) any change in any Laws (including Environmental Laws), (e) any increases in the costs of commodities or supplies or decreases in the price of electricity or capacity, (f) the announcement of the execution of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the sale of the applicable Acquired Companies, or the pendency of or consummation of the applicable Acquired Companies Acquisition, or any actions required to be taken hereunder or thereunder, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of any of the applicable Acquired Companies, to the extent due to the announcement and performance of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the identity of Purchaser, or the consummation of the applicable Acquired Companies Acquisition and (g) any actions to be taken pursuant to or in accordance with this Agreement or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition; provided , however , that in the case of the foregoing clauses (a), (b) and (e) any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting the applicable Acquired Companies in a materially disproportionate manner relative to other Persons operating in the electricity generating, transmission or distribution industry in the geographic region in which the applicable Acquired Companies operate.

“ Material Contract ” has the meaning given to it in Section 5.11(a) .

“ Material Permits ” has the meaning given to it in Section 5.13(a) .

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“ Maximum Indemnification Amount ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Mitigation Payment ” has the meaning given to it in Section 10.3(b) .

“ Non-Reimbursable Damages ” has the meaning given to it in Section 12.2(b) .

“ Non-Transferred Excluded Item ” has the meaning given to it in Section 7.12 .

“ Ordinary Course of Business ” means the regular, day-to-day conduct of business of a Person consistent with such Person’s past custom and practice, including the development and construction of the Facility and related interconnection infrastructure and the consummation of any financing in connection with Permitted Encumbrances set forth on Schedule PE to the Acquired Companies Annex for such Acquired Companies.

“ Original Acquired Companies Annexes ” has the meaning given to it in the recitals hereto.

“ Original Agreement ” has the meaning given to it in the recitals hereto.

“ Organizational Documents ” means (a) the certificate or articles of incorporation or charter documents and bylaws of each Person that is a corporation, (b) the certificate of formation, articles of organization, limited liability company agreements or regulations, as applicable, of each Person that is a limited liability company, (c) the certificates of limited partnership and the agreements of limited partnership of each Person that is a limited partnership, (d) the trust declaration, trust agreement, indenture or other governing instrument for any statutory or common law trust and (e) the memorandum or articles of association, charter, constitution, shareholders agreement, business license or other documentation governing the formation, organization, governance, ownership and existence of any Person organized under the Laws of a jurisdiction other than the United States, the District of Columbia or any State of the United States.

“ Outside Date ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Party ” means each of Purchaser and Seller and “ Parties ” means Purchaser and Seller, collectively.

“ Permits ” means all permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted by a Governmental Authority required to conduct Seller’s business, other than permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents that are not yet required, and other than permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents that are non-discretionary ministerial permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents obtainable in the ordinary course of business, whose absence would not have a Material Adverse Effect.

“ Permitted Encumbrances ” means, as to each group of Acquired Companies, the Acquired Companies included in such Acquired Companies Annex and their respective Project and Property, (a) those exceptions to title for the Property identified in Schedule PE to the Acquired Companies Annex for such Acquired Companies; (b) statutory Encumbrance for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (c) mechanics’, materialmen’s, carriers’, workers’, repairers’ and other similar liens arising or incurred in the Ordinary Course of Business relating to obligations that are not reasonably expected to have a Material Adverse Effect on the Property or the validity of which are being contested diligently in good faith and the

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applicable party has set aside adequate reserves for the payment of such liens, together with all interest and penalties; (d) recorded or unrecorded Encumbrances, easements, restrictions, covenants, licenses that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (e) any Encumbrances arising in the Ordinary Course of Business by operation of Law with respect to a liability that is not yet due or delinquent or which is being contested diligently in good faith by Seller or any such Acquired Company and could not reasonably be expected to result in a Material Adverse Effect; (f) all matters that are disclosed (whether or not subsequently deleted or endorsed over) on any survey or in the Title Policy; (g) non-exclusive license with respect to Intellectual Property granted in the Ordinary Course of Business; (h) the terms and conditions of the Material Contracts which would not reasonably be expected to cause a Material Adverse Effect; (i) any Encumbrance to be released on or prior to Closing; and (j) any other Encumbrances set forth on Schedule PE to the Acquired Companies Annex for such Acquired Companies.

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority.

“ Post-Closing Working Capital Adjustment Payment ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Pre-Closing Confidential Information ” has the meaning given to it in Section 11.1 .

“ Pre-Closing Taxable Period ” has the meaning given to it in Section 9.2(a) .

“ Project ” for a group of Acquired Companies is defined in the applicable Acquired Companies Annex.

“Project Company” has the meaning with respect to each Project Company that is set forth in the applicable Acquired Companies Annex.

“ Project Company Interests ” has the meaning with respect to each Project Company Interest that is set forth in the applicable Acquired Companies Annex, if any.

“ Project Model ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Project Site ” means with respect to each group of Acquired Companies the portions of the Property on which the Facility that is part of the applicable Project that is owned by the applicable Project Company is located.

“ Projections ” has the meaning given to it in Section 5.23 .

“ Property ” means the real property owned or leased by the applicable Acquired Companies, including leasehold interests, easements and rights-of-way appertaining or related thereto.

“ Property Taxes ” has the meaning given to it in Section 9.2(b) .

“ Purchase Price ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Purchaser ” has the meaning given to it in the preamble.

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“ Purchaser Confidential Information ” means the terms and conditions of this Agreement and, from and after a Closing with respect to any Acquired Companies Acquisition (a) any and all non-public information of a technical, commercial or business nature that relates to the applicable Acquired Companies or the assets of the applicable Acquired Companies, (b) any and all other information provided by Purchaser to Seller relating to the operation of Purchaser’s or its other Affiliates’ businesses and (c) any and all other information provided by Purchaser to Seller, which is subject to the Confidentiality Agreement, in each case, excluding any information relating to the Excluded Items.

“ Purchaser Consents ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Purchaser Indemnified Parties ” has the meaning given to it in Section 10.1(a) .

“ Purchaser Material Adverse Effect ” means, with respect to each group of Acquired Companies and the applicable Acquired Companies Acquisition, any fact, event, circumstance, condition, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, operations, assets, properties or condition (financial or otherwise) of the Purchaser or (ii) Purchaser’s ability to consummate the applicable Acquired Companies Acquisition; provided, however, that in determining whether a Purchaser Material Adverse Effect has occurred, there shall not be taken into account any effect resulting from (a) any change in economic or business conditions generally, financial markets generally or in the industry or markets in which Purchaser operates or is involved, (b) any change in general legal, regulatory or political conditions, including any commencement, continuation or escalation of war, material armed hostilities or terrorist activities or other material international or national calamity or act of terrorism directly or indirectly involving or affecting the United States, (c) any changes in accounting rules or principles (or any interpretations thereof), including changes in GAAP, (d) any change in any Laws (including Environmental Laws), (e) any increases in the costs of commodities or supplies or decreases in the price of electricity or capacity, (f) the announcement of the execution of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the sale of the applicable Acquired Companies, or the pendency of or consummation of the applicable Acquired Companies Acquisition, or any actions required to be taken hereunder or thereunder, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of Purchaser, to the extent due to the announcement and performance of this Agreement (or any other Transaction Document entered into in connection with the applicable Acquired Companies Acquisition) or the identity of Seller or the applicable Acquired Companies, or the consummation of the applicable Acquired Companies Acquisition and (g) any actions to be taken pursuant to or in accordance with this Agreement or any other Transaction Document; provided , however , that in the case of the foregoing clauses (a), (b) and (e) any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting Purchaser in a materially disproportionate manner relative to other Persons operating in the electricity generating, transmission or distribution industry in which Purchaser operates.

“ Purchaser Taxes ” has the meaning given to it in Section 9.2(c) .

“ Release ” means any release, spill, emission, migration, leaking, pumping, pouring, emptying, escaping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Materials into the environment, to the extent giving rise to liability under applicable Environmental Laws.

“ Representatives ” means, as to any Person, its officers, directors, employees, counsel, accountants, financial advisers, insurers, financing sources and consultants.

A-9

“ ROFO Agreement ” has the meaning given to it in Section 12.16 .

“ Rules ” has the meaning given to it in Section 12.15(c)(i) .

“ Schedules ” means, with respect to each Acquired Companies Annex and the applicable Acquired Companies Acquisition, the disclosure schedules attached to such Acquired Companies Annex.

“ Seller ” has the meaning given to it in the preamble.

“ Seller Confidential Information ” means the terms and conditions of this Agreement and, from and after the Closing with respect to any Acquired Companies Acquisition, (a) any and all information provided by Seller to Purchaser and identified by Seller as confidential that is not related solely to the applicable Acquired Companies or the assets of the applicable Acquired Companies, (b) any and all other information provided by Seller to Purchaser relating to the operation of Seller’s or its other Affiliates’ businesses and (c) any and all other information provided by Seller to Purchaser, which is subject to the Confidentiality Agreement (other than information relating to the applicable Acquired Companies).

“ Seller Consents ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Seller Indemnified Parties ” has the meaning given to it in Section 10.1(b) .

“ Settlement ” has the meaning given to it in Section 10.8(b) .

“ Straddle Taxable Period ” has the meaning given to it in Section 9.2(a) .

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, ad valorem, sales and use, employment, social security, disability, occupation, property, severance, value added, transfer, capital stock, excise or other taxes imposed by or on behalf of any Governmental Authority, including any interest, penalty or addition thereto.

“ Tax Return ” means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) supplied or required to be supplied to any Taxing Authority with respect to Taxes, including amendments thereto.

“ Taxing Authority ” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the Governmental Authority charged with the collection of such Tax for such entity or subdivision.

“ Third Party Claim ” has the meaning given to it in Section 10.8(a) .

“ Third Party Payment ” has the meaning given to it in Section 10.3(b) .

“ Title Company ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Title Policy ” has the meaning, with respect to each group of Acquired Companies, set forth in the Acquired Companies Annex applicable to such Acquired Companies.

“ Transaction Documents ” means, with respect to each Acquired Companies Acquisition, this Agreement, each of the officer certificates required by this Agreement or the applicable Acquired Companies

A-10

Annex to be delivered as Closing Conditions and each of the Contracts which are Exhibits to this Agreement entered into or to be entered into with respect to such Acquired Companies Acquisition.

“ Transaction Materials ” has the meaning given to it in Section 8.2(c) .

“ Transfer Taxes ” means all transfer, sales, use, goods and services, value added, documentary, stamp duty, gross receipts, excise, transfer and conveyance Taxes and other similar Taxes, duties, fees or charges.

“ Treasury Regulations ” means one or more treasury regulations promulgated under the Code by the Treasury Department of the United States.

* * *

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EXHIBIT B

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION
OF MEMBERSHIP INTEREST

This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (this “ Assignment ”), is made and entered effective as of [_____________] , 20[__] (the “ Effective Date ”), between NEP US SELLCO, LLC , a Delaware limited liability company (“ Assignor ”), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC , a Delaware limited liability company (“ Assignee ”).

RECITALS

A. Assignee and Assignor entered into an Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016 ( the “ Purchase Agreement ”) , pursuant to which, among other things, Assignor has agreed to transfer to Assignee 100% of its membership interest (the “ Membership Interest ”) in [__________________], LLC, a Delaware limited liability company (the “ Company ”) ;

B. As of the Effective Date, Assignee desires to be admitted as the sole member of the Company and to become the only party to the Limited Liability Agreement of the Company dated [__________________] (the “ LLC Agreement ”); and

C. To effect the sale and purchase of the Membership Interest, Assignor and Assignee are executing and delivering this Assignment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

AGREEMENTS

1. Definitions . Any capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement.

2. Transfer of Interests . Assignor hereby sells, assigns, transfers and delivers unto Assignee (a) all of Assignor’s right, title and interest in and to the Membership Interest and (b) all of Assignor’s rights under the LLC Agreement and Assignee hereby accepts the same from Assignor as of the Effective Date. Assignor intends to transfer and assign all of its rights and benefits as the sole member of the Company, subject to all of the obligations and burdens with respect to the Interest from and after the Effective Date.

3. Assumption of Assignee . Assignee hereby accepts the sale, assignment, and transfer and delivery of the Membership Interest, and assumes (a) the Membership Interest and (b) all obligations and liabilities of the Assignor under the LLC Agreement and agrees to become a party to and to be bound by the

B-1

terms and conditions of the LLC Agreement to the same extent as if it were an original party thereto. Pursuant to Section [___] of the LLC Agreement, Assignee has become the sole member of the Company by virtue of this Assignment as set forth in the LLC Agreement and Assignor has ceased to be the sole member of the Company as set forth in the LLC Agreement. From and after the Effective Date of this Assignment, the Assignee shall be the sole member of the Company and the only party to the LLC Agreement.

4. Counterparts . This Assignment may be executed in separate counterparts with separate signature pages, all of which when taken together shall constitute one instrument. Delivery by facsimile or other electronic transmission of an executed original or the retransmission of any executed facsimile or other electronic transmission shall be deemed to be the same as delivery of an executed original.

5. Further Assurances . The parties hereto agree to take all such further actions and execute, acknowledge and deliver all such further documents that are necessary or useful in carrying out the purposes of this Assignment. Without limiting the foregoing, (a) Assignor agrees to execute, acknowledge and deliver to Assignee all such other additional instruments, notices, and other documents and to do all such other and further acts and things as may be reasonably necessary to more fully and effectively sell, assign, transfer and deliver to Assignee the Membership Interest and (b) Assignee agrees to execute, acknowledge and deliver to Assignor all such other additional instruments, notices, and other documents and to do all such other and further acts and things as may be reasonably necessary to more fully and effectively accept and assume the Membership Interest.

6. Governing Law . This Assignment shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflict or choice of law provision that would result in the application of another state’s Law.

7. Successors and Assigns . This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and permitted assigns.

[Signature page follows]

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IN WITNESS WHEREOF , Assignor and Assignee have caused this Assignment and Assumption of Membership Interest to be duly executed as of the date first above written.

ASSIGNOR:

NEP US SELLCO, LLC ,

a Delaware limited liability company

By___________________________

Name:

Title:

ASSIGNEE :

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC ,

a Delaware limited liability company

By___________________________

Name:

Title:

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EXHIBIT C-1

Form of Seller’s Officer’s Certificate

CERTIFICATE OF OFFICER OF NEP US SELLCO, LLC

PURSUANT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT SECTION 3.6(a) and (b) - [_________________________] ACQUIRED COMPANIES CLOSING

Reference is made to the Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016 (the “Agreement”), by and between NEP US SellCo, LLC, a Delaware limited liability company (“Seller”), and NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this instrument but not defined herein shall have the meanings given them in the Agreement. This instrument is the certificate referred to in Section 3.6(a) and (b) of the Agreement and is being delivered in connection with the Closing with respect to the Acquired Companies Acquisition for the [________] Project.

The undersigned, in his capacity as a duly authorized officer of Seller, hereby certifies to Purchaser on behalf of Seller, on and as of the date hereof, that (i) the representations and warranties of Seller set forth in Article IV and Article V of the Agreement that are applicable to the Acquired Companies described in the applicable Acquired Companies Annex and the applicable Acquired Companies Acquisition are true and correct in all material respects on and as of the applicable Closing Date (except for any such representations and warranties that are qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) with the same effect as though made at and as of such date, (ii) Seller has performed and complied in all material respects with all obligations and agreements required in the Agreement to be performed or complied with by Seller on or prior to the applicable Closing Date and (iii) the applicable Project Company has been approved for benefits under the Management Services Agreement and the Cash Sweep and Credit Support Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of ___ 20[__].

[Name]

[Office]

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EXHIBIT C-2

Form of Purchaser’s Officer’s Certificate

CERTIFICATE OF OFFICER OF NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

PURSUANT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT SECTION 3.5(a) and (b) - [_________________________] ACQUIRED COMPANIES CLOSING

Reference is made to the Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016 (the “Agreement”), by and between NEP US SellCo, LLC, a Delaware limited liability company (“Seller”), and NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used in this instrument but not defined herein shall have the meanings given them in the Agreement. This instrument is the certificate referred to in Section 3.5(a) and (b) of the Agreement and is being delivered in connection with the Closing with respect to the Acquired Companies Acquisition for the [________] Project.

The undersigned, in his capacity as a duly authorized officer of Purchaser, hereby certifies to Seller on behalf of Purchaser, on and as of the date hereof, that (i) the representations and warranties of Purchaser set forth in Article VI of the Agreement that are applicable to the Acquired Companies described in the applicable Acquired Companies Annex and the applicable Acquired Companies Acquisition are true and correct in all material respects on and as of the applicable Closing Date (except for any such representations and warranties that are qualified by materiality or Purchaser Material Adverse Effect which shall be true and correct in all respects) with the same effect as though made at and as of such date, and (ii) Purchaser has performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the applicable Closing Date.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of ___ 20[__].

[Name]

[Office]

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EXHIBIT D

Form of Secretary’s Certificate

___________________

SECRETARY’S CERTIFICATE

The undersigned, ________________, [Assistant] Secretary of ______________, a Delaware limited liability company (the “Company”), hereby certifies that:

1. Attached hereto as Exhibit A is a true and correct copy of the Certificate of Formation of the Company, as amended to the date hereof;

2. Attached hereto as Exhibit B is a true and correct copy of the [Amended and Restated] Limited Liability Company Agreement of the Company, as in effect on the date hereof;

3. The Company has been duly formed and is in good standing under the laws of the State of Delaware. Attached hereto as Exhibit C is a true and correct copy of a Certificate of Good Standing of the Company, dated _____, 20___, certified by the Secretary of State of the State of Delaware; and

4. Attached hereto as Exhibit D are true and correct copies of resolutions (excluding exhibits, if any) duly adopted by written consent of the Member of the Company on ________________. Such resolutions have not been amended, modified or rescinded and remain in full force and effect on the date hereof.

IN WITNESS WHEREOF, I have hereunto signed my name on this ___ day of _______, 20___.

By: _______________________________

Name:

Title:

D-1

EXHIBIT E

Form of Incumbency Certificate

______________________ LLC

CERTIFICATE AS TO SIGNATURE AND INCUMBENCY OF OFFICERS

The undersigned, _______________, Secretary of ________________________ LLC, a Delaware limited liability company (the “Company”), hereby certifies that each of the persons whose names, titles and signatures appear below is a duly appointed and acting officer of the Company and holds, on the date hereof, the office set forth opposite his or her name and the signature appearing opposite his or her name is a genuine facsimile of the signature of such officer:



Name	Title	Signature

	President
	Vice President
	Vice President
	Vice President
	Vice President
	Treasurer
	Secretary
	Assistant Secretary

IN WITNESS WHEREOF, I have hereafter signed my name this ____ day of ________, 20_____.

____________________________________

______________________

Secretary

E-1

EXHIBIT F

Form of Guaranty Agreement

GUARANTY

THIS GUARANTY (this “ Guaranty ”), dated as of _____, ____ (the “ Effective Date ”), is made by ESI Energy, LLC, a Delaware limited liability company (“ Guarantor ”), in favor of NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company (“ Counterparty ”).

RECITALS:

WHEREAS, Counterparty and Guarantor’s indirect, wholly-owned subsidiary NEP US SellCo, LLC (“ Obligor ”) have entered into, or concurrently herewith are entering into, that certain Amended and Restated Purchase and Sale Agreement dated as of February 22, 2016 (the “ Agreement ”) (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement);


B.	WHEREAS, this Guaranty is being delivered in connection with the Closing with respect to the Acquired Companies Acquisition for the [_____________] Acquired Companies “ Applicable Acquired Companies Acquisition ”); and


C.	WHEREAS, Guarantor will directly or indirectly benefit from the Agreement between Obligor and Counterparty;

NOW THEREFORE, in consideration of the foregoing premises and as an inducement for Counterparty’s execution, delivery and performance of the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees for the benefit of Counterparty as follows:

* * *

1. GUARANTY . Subject to the terms and provisions hereof, Guarantor hereby absolutely and irrevocably guarantees the timely payment when due of all obligations owing by Obligor to Counterparty arising pursuant to the Agreement with respect to the Applicable Acquired Companies Acquisition on or after the applicable Closing Date (the “ Obligations ”); provided, that the Obligations shall not include any obligations owing by Obligor to Counterparty arising pursuant to the Agreement with respect to any other Acquired Companies Acquisition. This Guaranty shall constitute a guarantee of payment and not of collection. The liability of Guarantor under this Guaranty shall be subject to the following limitations:

(a)

Notwithstanding anything herein or in the Agreement to the contrary, the maximum aggregate obligation and liability of Guarantor under this Guaranty, and the maximum recovery from Guarantor under this Guaranty, shall in no event exceed __________________ [spell out the dollar amount] U.S. Dollars (U.S. $__________) (the “ Maximum Recovery Amount ”); provided; however, that, with respect to Excess Obligations (as defined below), the maximum aggregate obligation and liability of Guarantor hereunder, and the maximum recovery from Guarantor under this Guaranty, shall in no event exceed [spell out the dollar amount] U.S. Dollars (U.S. $__________) (the “ Excess Recovery

F-1

Amount ”). For purposes of this Section 1(a), " Excess Obligations " means any obligation or liability of Guarantor arising under this Guaranty as a result of an Obligation of Obligor that is a Loss arising out of or relating to the Applicable Acquired Companies Acquisition or the applicable Acquired Company (1) resulting from, arising out of or relating to (A) any willful breach of any representation, warranty or covenant or (B) fraud, or (2) incurred as a result of any breach by Obligor of any of its representations and warranties set forth in Section 5.12(c) of the Agreement.

(b)

The obligation and liability of Guarantor under this Guaranty is specifically limited to payments expressly required to be made under the Agreement, as well as costs of collection and enforcement of this Guaranty (including attorney’s fees) to the extent reasonably and actually incurred by the Counterparty (subject in all instances, to the limitations imposed by the Maximum Recovery Amount or the Excess Recovery Amount, as applicable, as specified in Section 1(a) above). In no event, however, shall Guarantor be liable for or obligated to pay any special, punitive, exemplary, incidental, consequential or indirect damages (including loss of revenue, income or profits but only to the extent the same are not direct damages), diminution of value or loss of business reputation or opportunity.

2. DEMANDS AND PAYMENT .


(a)	If Obligor fails to pay any Obligation to Counterparty when such Obligation is due and owing under the Agreement (an “ Overdue Obligation ”), Counterparty may present a written demand to Guarantor calling for Guarantor’s payment of such Overdue Obligation pursuant to this Guaranty (a “ Payment Demand ”).

(b)

Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to Counterparty is conditioned upon Guarantor’s receipt of a Payment Demand from Counterparty satisfying the following requirements: (i) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, the specific date(s) upon which such Overdue Obligation(s) became due and owing under the Agreement, and the specific provision(s) of the Agreement pursuant to which such Overdue Obligation(s) became due and owing; (ii) such Payment Demand must be delivered to Guarantor in accordance with Section 9 below; and (iii) the specific Overdue Obligation(s) addressed by such Payment Demand must remain due and unpaid at the time of such delivery to Guarantor.

(c)

After issuing a Payment Demand in accordance with the requirements specified in Section 2(b) above, Counterparty shall not be required to issue any further notices or make any further demands with respect to the Overdue Obligation(s) specified in that Payment Demand, and Guarantor shall be required to make payment with respect to the Overdue Obligation(s) specified in that Payment Demand within five (5) Business Days after Guarantor receives such demand. As used herein, the term “ Business Day ” shall mean all weekdays ( i.e ., Monday through Friday) other than any weekdays during which commercial banks or financial institutions are authorized to be closed to the public in the State of Florida or the State of New York.

3. REPRESENTATIONS AND WARRANTIES . Guarantor represents and warrants that:


(a)	it is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has the limited liability company power and authority to execute, deliver and carry out the terms and provisions of the Guaranty;

F-2


(b)	no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guaranty; and


(c)	this Guaranty constitutes a valid and legally binding agreement of Guarantor, enforceable against Guarantor in accordance with the terms hereof, except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

4. RESERVATION OF CERTAIN DEFENSES . Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Obligor is or may be entitled arising from or out of the Agreement, except for defenses (if any) based upon the bankruptcy, insolvency, dissolution or liquidation of Obligor or any lack of power or authority of Obligor to enter into and/or perform the Agreement.

5. AMENDMENT OF GUARANTY . No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

6. WAIVERS AND CONSENTS . Subject to and in accordance with the terms and provisions of this Guaranty:

(a)

Except as required in Section 2 above, Guarantor hereby waives (i) notice of acceptance of this Guaranty; (ii) presentment and demand concerning the liabilities of Guarantor; and (iii) any right to require that any action or proceeding be brought against Obligor or any other person, or to require that Counterparty seek enforcement of any performance against Obligor or any other person, prior to any action against Guarantor under the terms hereof.

(b)

No delay by Counterparty in the exercise of (or failure by Counterparty to exercise) any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from its obligations hereunder (with the understanding, however, that the foregoing shall not be deemed to constitute a waiver by Guarantor of any rights or defenses which Guarantor may at any time have pursuant to or in connection with any applicable statutes of limitation).

(c)

Without notice to or the consent of Guarantor, and without impairing or releasing Guarantor’s obligations under this Guaranty, Counterparty may: (i) change the manner, place or terms for payment of all or any of the Obligations (including renewals, extensions or other alterations of the Obligations); (ii) release any person (other than Obligor or Guarantor) from liability for payment of all or any of the Obligations; or (iii) receive, substitute, surrender, exchange or release any collateral or other security for any or all of the Obligations.

7. REINSTATEMENT . Guarantor agrees that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, if all or any part of any payment made hereunder is at any time avoided or rescinded or must otherwise be restored or repaid by Counterparty as a result of the bankruptcy or insolvency of Obligor, all as though such payments had not been made.

8. TERMINATION . Unless terminated earlier, this Guaranty and the Guarantor’s obligations hereunder will terminate automatically and immediately at 11:59:59 Eastern Prevailing Time [_______, 20__]; provided ,

F-3

however , that Guarantor's obligations hereunder arising as a result of a breach of a representation, warranty, covenant or agreement of Obligor with respect to Sections 4.1, 4.2, 4.3, 4.5, 5.1, 5.2 and 5.9 of the Agreement in connection with the Applicable Acquired Companies Acquisition shall terminate automatically and immediately at 11:59:59 Eastern Prevailing Time [_______, 20__]; provided , however , that no such termination shall affect Guarantor's liability with respect to any Obligation incurred prior to the time the termination is effective, which Obligation shall remain subject to this Guaranty.

9. NOTICE . Any Payment Demand, notice, request, instruction, correspondence or other document to be given hereunder (herein collectively called “ Notice ”) by Counterparty to Guarantor, or by Guarantor to Counterparty, as applicable, shall be in writing and may be delivered either by (i) U.S. certified mail with postage prepaid and return receipt requested or (ii) recognized nationwide courier service with delivery receipt requested, in either case to be delivered to the following address (or to such other U.S. address as may be specified via Notice provided by Guarantor or Counterparty, as applicable, to the other in accordance with the requirements of this Section 9 ):



TO GUARANTOR : *	TO COUNTERPARTY :
ESI Energy, LLC c/o NextEra Energy Resources, LLC 700 Universe Blvd. Juno Beach, Florida 33408 Attn : Treasurer	NextEra Energy Partners Acquisitions , LLC c/o NextEra Energy Partners GP, Inc. 700 Universe Blvd. Juno Beach, Florida 33408 Attn :
[Tel: (561) 694-6204 -- for use in connection with courier deliveries]	[Tel: (___) ___-___ -- for use in connection with courier deliveries]


*	( NOTE : Copies of any Notices to Guarantor under this Guaranty shall also be sent via facsimile to ATTN : Contracts Group, Legal, Fax No. (561) 625-7504 and ATTN : Credit Department, Fax No. (561) 625-7642. However, such facsimile transmissions shall not be deemed effective for delivery purposes under this Guaranty.)

Any Notice given in accordance with this Section 9 will (i) if delivered during the recipient’s normal business hours on any given Business Day, be deemed received by the designated recipient on such date and (ii) if not delivered during the recipient’s normal business hours on any given Business Day, be deemed received by the designated recipient at the start of the recipient’s normal business hours on the next Business Day after such delivery.

10. MISCELLANEOUS .


(a)	This Guaranty shall in all respects be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws thereunder (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

(b)

This Guaranty shall be binding upon Guarantor and its successors and permitted assigns and inure to the benefit of and be enforceable by Counterparty and its successors and permitted assigns. Guarantor may not assign this Guaranty in part or in whole without the prior written consent of Counterparty. Counterparty may not assign its rights or benefits under this Guaranty in part or in whole without the prior written consent of Guarantor.

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(c)	This Guaranty embodies the entire agreement and understanding between Guarantor and Counterparty and supersedes all prior agreements and understandings relating to the subject matter hereof.

(d)

The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. Words importing the singular number hereunder shall include the plural number and vice versa, and any pronouns used herein shall be deemed to cover all genders. The term “person” as used herein means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated association, or government (or any agency or political subdivision thereof).

(e)

Wherever possible, any provision in this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f)

Counterparty (by its acceptance of this Guaranty) and Guarantor each hereby irrevocably: (i) consents and submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or if that court does not have subject matter jurisdiction, to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County (without prejudice to the right of any party to remove to the United States District Court for the Southern District of New York) for the purposes of any suit, action or other proceeding arising out of this Guaranty or the subject matter hereof or any of the transactions contemplated hereby brought by Counterparty, Guarantor or their respective successors or assigns; and (ii) waives (to the fullest extent permitted by applicable law) and agrees not to assert any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Guaranty or the subject matter hereof may not be enforced in or by such court.

(g)

COUNTERPARTY (BY ITS ACCEPTANCE OF THIS GUARANTY) AND GUARANTOR EACH HEREBY IRREVOCABLY, INTENTIONALLY AND VOLUNTARILY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY.

* * *

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty on _____________, 20__, but it is effective as of the Effective Date.

ESI ENERGY, LLC

By :

Name :

Title :

F-5

EXHIBIT G

Form of Amendment to Purchase and Sale Agreement to add an Additional Acquired Companies Annex

AMENDMENT
to
AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

([_________] PROJECT ANNEX)

This AMENDMENT to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of [__________________], 20[__] (the “ Amendment ”), is made and entered into by and between NEP US SELLCO, LLC , a Delaware limited liability company (“ Seller ”), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC , a Delaware limited liability company (“ Purchaser ”) (Seller and Purchaser being sometimes hereinafter referred to individually as a “ Party ” and collectively as the “ Parties ”). Capitalized terms not otherwise defined herein shall have the same meanings when used herein as in the Agreement.

WHEREAS , Seller and Purchaser are parties to that certain Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016 (as heretofore amended, amended and restated, supplemented and modified, the “ Agreement ”);

WHEREAS , Section 12.8(b) of the Agreement provides that the Parties may amend the Agreement to include an additional Acquired Companies Annex by execution of an amendment to the Agreement that includes as an attachment the form of the Acquired Companies Annex; and

WHEREAS , the Parties desire to amend the Agreement to include as an additional Acquired Companies Annex the Acquired Companies Annex for the [_____] Acquired Companies (as defined in Attachment 1 hereto) in the form of Attachment 1 hereto.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree, and agree that the Agreement shall be amended, as follows:

1. Amendments to Include an Additional Acquired Companies Annex . The Agreement is hereby amended to include as an additional Acquired Companies Annex the Acquired Companies Annex for the [_____] Acquired Companies in the form of Attachment 1 hereto (the “ Additional Acquired Companies Annex ”), which Additional Acquired Companies Annex shall now constitute, and hereafter constitute, a part of the Agreement and be incorporated in the Agreement for all purposes. All references in the Agreement to “Acquired Companies Annexes” or an “Acquired Companies Annex” shall hereafter include a reference to the Additional Acquired Companies Annex and all references to “Acquired Companies” in the Agreement shall hereafter include a reference to the Acquired Companies described in such Additional Acquired Companies Annex. The amount of the Base Purchase Price for the Acquired Companies Acquisition described in the Additional Acquired Companies Annex is [______________________] Dollars ($[___________]).

and effect. Any reference to the Agreement set forth in any document delivered in connection with the Agreement shall be deemed to include a reference to the Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties hereto shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Agreement, at law, in equity or otherwise or related issues.

3. Authorization and Enforceability . Each Party hereby represents and warrants that it is authorized to enter into this Amendment and that this Amendment constitutes the legal, valid and binding obligation of each such Party, enforceable in accordance with its terms.

4. Governing Law . This Amendment, and all Disputes, claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment, the negotiation, execution or performance of this Amendment (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Amendment or as an inducement to enter into this Amendment), whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the internal substantive Laws of the State of New York without giving effect to any conflict or choice of law provision. Each Party hereby agrees that this Amendment involves at least $1,000,000 and that this Amendment has been entered into in express reliance on Section 5-1401 of the New York General Obligations Law.

5. Assignment; Binding Effect . Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Amendment is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

6. Modification . This Amendment may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

7. Section Headings . Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts; Facsimile . This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or portable document format (.pdf) copies hereof or signature hereon shall, for all purposes, be deemed originals.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

SELLER

NEP US SELLCO, LLC

By: ________________________________

Name:
Title:

PURCHASER

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

By: ________________________________

Name:
Title:

ATTACHMENT 1

ADDITIONAL ACQUIRED COMPANIES ANNEX

[The Additional Acquired Companies Annex follows this cover page]

FIRST GLOBAL AMENDMENT
to
AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

This FIRST GLOBAL AMENDMENT to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of September 8, 2016 (the “ Amendment ”), is made and entered into by and among ESI ENERGY, LLC , a Delaware limited liability company (“ ESI ”), NEP US SELLCO, LLC , a Delaware limited liability company (“ Sellco ”), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC , a Delaware limited liability company (“ Purchaser ”) (ESI, Sellco and Purchaser being sometimes hereinafter referred to individually as a “ Party ” and collectively as the “ Parties ”). Capitalized terms not otherwise defined herein shall have the same meanings when used herein as in the Base Agreement.

WHEREAS , Sellco and Purchaser are parties to that certain Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016 (the “ Base Agreement ”), as amended pursuant to Section 12.8(b) of the Base Agreement by each Amendment to Amended and Restated Purchase and Sale Agreement to include an additional Acquired Companies Annex (the “ Existing Future Acquired Companies Annexes ”), in each case as described on Exhibit A hereto (the Base Agreement, as heretofore amended by such amendments, the “ Agreement ”);

WHEREAS , Section 12.8(a) of the Base Agreement provides that the Agreement may be amended, supplemented or modified by a written instrument duly executed by or on behalf of each Party to the Base Agreement;

WHEREAS , the Parties desire to amend the Agreement to include ESI as an additional Seller solely for the purposes of Articles IV, IX, X and XII of the Agreement and to make ESI jointly and severally liable with Sellco for the obligations and liabilities of Seller under Articles IX and X of the Agreement owed by Seller to Purchaser on or after the applicable Closing Date; and

WHEREAS , in consideration of ESI becoming an additional Seller solely for the purposes of Articles IV, IX, X and XII of the Agreement and becoming jointly and severally liable with Sellco for the obligations and liabilities of Seller under Articles IX and X of the Agreement owed by Seller to Purchaser on or after the applicable Closing Date, Purchaser has agreed to release ESI from any and all liabilities and obligations under the guaranty agreements described on Exhibit B hereto (collectively, the “ Guaranties ”) and to amend the Agreement to eliminate the requirement for future guaranty agreements to be issued by ESI in connection with future Acquired Companies Acquisitions.

1. Amendments . The Agreement is hereby amended as follows:


(a)	The cover page of the Base Agreement is amended to be as set forth on Annex I hereto.


(b)	The introductory paragraph of the Base Agreement is amended to read in its entirety as follows:

This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of February 22, 2016 (the “ Amendment and Restatement Effective Date ”), by and among ESI ENERGY , LLC , a Delaware limited liability company (“ ESI ”), NEP US SELLCO , LLC , a Delaware limited liability company (“ Sellco ” or “ Seller ” and, solely for the purposes of Articles IV, IX, X and XII of the Base Agreement, the term “ Seller ” shall also include ESI), and NEXTERA ENERGY PARTNERS ACQUISITIONS , LLC , a Delaware limited liability company (“ Purchaser ”).


(c)	The first recital of the Base Agreement is hereby amended to read in its entirety as follows:

WHEREAS, Sellco and Purchaser have heretofore entered into that certain Purchase and Sale Agreement, dated as of April 28, 2015 (the “ Original Agreement ”) pursuant to which Sellco sold to Purchaser, and Purchaser purchased from Sellco, the “Interests” described in each of (i) the Ashtabula Wind III Acquired Companies Annex, (ii) the Baldwin Wind Acquired Companies Annex, (iii) the Mammoth Plains Wind Acquired Companies Annex and (iv) the Stateline Wind Acquired Companies Annex attached to the Original Agreement (collectively, the “ Original Acquired Companies Annexes ”);


(d)	Section 3.2(d) of the Base Agreement is hereby amended to read in its entirety as follows:

(d) [Reserved]; and


(e)	The first sentence of Article IV of the Base Agreement is hereby amended to read in its entirety as follows:

Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser, except with respect to Section 4.3 below, which only Sellco represents and warrants to Purchaser:


(f)	The address for notices for Seller in Sections 12.1 of the Original Agreement and the Base Agreement is amended in its entirety to read as follows:

If to Seller:

ESI Energy, LLC
NEP US SellCo, LLC
c/o NextEra Energy Resources, LLC
700 Universe Boulevard
Juno Beach, Florida 33408-2683
Attention: Vice President and General Counsel


(g)	Section 12.17 of the Base Agreement is hereby amended to read in its entirety as follows:

shall apply to each Acquired Companies Acquisition made pursuant to the Future Acquired Companies Annexes. Notwithstanding the foregoing, the provisions of the Original Agreement shall continue to apply to each of the Acquired Companies Acquisitions made pursuant to the Original Agreement and the Original Acquired Companies Annexes as if this Agreement had not been entered into by the Parties and the Original Agreement shall not be superseded by this Agreement to the extent applicable to such Acquired Companies Acquisitions; provided that, notwithstanding the foregoing in this Section 12.17, the provisions of Sections 12.1 and 12.18 of this Agreement and the definition of “Seller” shall apply to each Acquired Companies Acquisition made pursuant to the Original Agreement and the Original Acquired Companies Annexes and, for the avoidance of doubt, ESI and Sellco shall also be jointly and severally liable for each of the obligations and liabilities of Seller under and pursuant to Articles IV, IX and X of the Original Agreement and each Original Acquired Companies Annex.


(h)	The Base Agreement is amended by adding a new Section 12.18 that shall read in its entirety as follows:

Section 12.18 Joint and Several Liability of ESI and Sellco as Seller . Each of ESI and Sellco shall be jointly and severally liable for each of the obligations and liabilities of Seller under and pursuant to Articles IV, IX and X of this Agreement and the Original Agreement owed by Seller to Purchaser on or after the applicable Closing Date, including the obligations and liabilities of Seller under each of the Original Acquired Companies Annexes, the Existing Future Acquired Companies Annexes and each Future Acquired Companies Annex, in each case whether now existing or hereafter arising.


(i)	Exhibit A to the Base Agreement is amended by deleting the definition of Guaranty Agreement and by replacing the definition of Seller with the following:

“ Seller ” has the meaning given to it in the preamble. For the avoidance of doubt, unless otherwise expressly provided herein, any reference to Seller in Articles IV, IX, X and XII of the Base Agreement and the Original Agreement includes a reference to both ESI and Sellco, jointly and severally.


(j)	Exhibit G to the Base Agreement is replaced in its entirety by the form thereof set forth as Annex 2 to this Amendment.


(k)	Exhibit F to the Base Agreement is amended by deleting all of the text contained therein following “Exhibit F” and replacing such text with “[Reserved]” and by replacing the description of Exhibit F as the “Form of Guaranty Agreement” in the list of EXHIBITS in the Table of Contents with “Reserved”.

2. Release of Guaranties . Effective at the time of execution of this Amendment by all of the Parties hereto (the “ Effective Time ”), Purchaser agrees that each of the Guaranties shall terminate and be of no further force and effect, and Purchaser fully and unconditionally releases and discharges ESI from all of ESI’s duties and obligations now existing or hereafter arising under each of the Guaranties, in each case without any further action required by either such Party. At the Effective Time, Purchaser shall mark “CANCELLED” on the executed original version of each of the Guaranties and promptly thereafter deliver each of the cancelled

Guaranties to ESI at the following address: ESI Energy, LLC, c/o NextEra Energy Resources, LLC, 700 Universe Boulevard, Juno Beach, FL 33408, Attention: Vice President and General Counsel.

3. Disclaimer . Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Agreement. All other terms and conditions of the Agreement remain in full force and effect. Any reference to the Agreement set forth in any document delivered in connection with the Agreement shall be deemed to include a reference to the Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties hereto shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Agreement, at law, in equity or otherwise or related issues.

4. Authorization and Enforceability . Each Party hereby represents and warrants that it is authorized to enter into this Amendment and that this Amendment constitutes the legal, valid and binding obligation of each such Party, enforceable in accordance with its terms.

5. Governing Law . This Amendment, and all Disputes, claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment, the negotiation, execution or performance of this Amendment (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Amendment or as an inducement to enter into this Amendment), whether for breach of contract, tortious conduct or otherwise, and whether predicated on common law, statute or otherwise) shall be governed by and construed in accordance with the internal substantive Laws of the State of New York without giving effect to any conflict or choice of law provision. Each Party hereby agrees that this Amendment involves at least $1,000,000 and that this Amendment has been entered into in express reliance on Section 5-1401 of the New York General Obligations Law.

6. Assignment; Binding Effect . Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Amendment is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

7. Modification . This Amendment may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

8. Section Headings . Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9. Counterparts; Facsimile . This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile or portable document format (.pdf) copies hereof or signature hereon shall, for all purposes, be deemed originals.

[ Signature page follows. ]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

ESI

ESI ENERGY, LLC

By: ________________________________

Name: _____________________________

Title: _______________________________

SELLCO

NEP US SELLCO, LLC

By: ________________________________

Name:
Title:

PURCHASER

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

By: ________________________________

Name: Armando Pimentel, Jr.
Title: President

EXHIBIT A


1.	Amendment to Amended and Restated Purchase and Sale Agreement (Seiling Wind Projects Annex), dated as of February 22, 2016, between Sellco and Purchaser.


2.	Amendment to Amended and Restated Purchase and Sale Agreement (Bayhawk Projects Annex), dated as of July 1, 2016, between Sellco and Purchaser.

EXHIBIT B


1.	Guaranty Agreement, dated as of May 12, 2015, from ESI in favor of Purchaser (relating to the Acquired Companies Annex for the Ashtabula Wind III Acquired Companies).


2.	Guaranty Agreement, dated as of May 12, 2015, from ESI in favor of Purchaser (relating to the Acquired Companies Annex for the Baldwin Wind Acquired Companies).


3.	Guaranty Agreement, dated as of May 12, 2015, from ESI in favor of Purchaser (relating to the Acquired Companies Annex for the Mammoth Plains Wind Acquired Companies).


4.	Guaranty Agreement, dated as of May 12, 2015, from ESI in favor of Purchaser (relating to the Acquired Companies Annex for the Stateline Wind Acquired Companies).


5.	Guaranty Agreement, dated as of February 22, 2016, from ESI in favor of Purchaser (relating to the Acquired Companies Annex for the Seiling Wind Acquired Companies).


6.	Guaranty Agreement, dated as of July 1, 2016, from ESI in favor of Purchaser (relating to the Acquired Companies Annex for the Bayhawk Acquired Companies).

ANNEX 1

AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

by and among

NEP US SELLCO, LLC

as Seller,

ESI ENERGY, LLC,

for the limited purposes herein provided, jointly with NEP US SellCo, LLC, as Seller,

and

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC,

as Purchaser

dated as of February 22, 2016

ANNEX 2

EXHIBIT G

Form of Amendment to Purchase and Sale Agreement to add an Additional Acquired Companies Annex

AMENDMENT
to
AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

([_________] PROJECT ANNEX)

This AMENDMENT to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of [__________________], 20[__] (the “ Amendment ”), is made and entered into by and among ESI ENERGY , LLC , a Delaware limited liability company (“ ESI ”), NEP US SELLCO , LLC , a Delaware limited liability company (“ Sellco ” or “ Seller ” and, solely for the purposes of Articles IV, IX, X and XII of the Agreement, the term “ Seller ” shall also include ESI), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC , a Delaware limited liability company (“ Purchaser ”) (ESI, Sellco and Purchaser being sometimes hereinafter referred to individually as a “ Party ” and collectively as the “ Parties ”). Capitalized terms not otherwise defined herein shall have the same meanings when used herein as in the Agreement.

WHEREAS , ESI, Sellco and Purchaser are parties to that certain Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016 (as heretofore amended, amended and restated, supplemented and modified, the “ Agreement ”);

2. Disclaimer . Except as specifically provided in this Amendment, no other amendments, revisions or changes are made to the Agreement. All other terms and conditions of the Agreement remain in full force and effect. Any reference to the Agreement set forth in any document delivered in connection with the Agreement shall be deemed to include a reference to the Agreement as amended by this Amendment, whether or not so stated in such document. Except as specifically set forth in this Amendment, nothing in this Amendment and no action taken by the parties hereto shall be deemed or construed to in any manner enlarge, diminish or otherwise affect in any way the rights, remedies or defenses of the parties to the Agreement, at law, in equity or otherwise or related issues.

6. Modification . This Amendment may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

7. Section Headings . Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

ESI

ESI ENERGY, LLC

By: ________________________________

Name: _____________________________

Title: _______________________________

SELLCO

NEP US SELLCO, LLC

By: ________________________________

Name:
Title:

PURCHASER

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

By: ________________________________

Name:
Title:

ATTACHMENT 1

ADDITIONAL ACQUIRED COMPANIES ANNEX

[The Additional Acquired Companies Annex follows this cover page]

Exhibit 2.2

AMENDMENT
to
AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

(DESERT SUNLIGHT, NOKOTA, AND JAVELINA PROJECTS ANNEX)

This AMENDMENT to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of October 25, 2017 (the “ Amendment ”), is made and entered into by and among ESI ENERGY, LLC , a Delaware limited liability company (“ ESI ” ), NEP US SELLCO, LLC , a Delaware limited liability company (“ Sellco ” or “ Seller ” and, solely for the purposes of Articles IV, IX, X and XII of the Agreement, the term “ Seller ” shall also include ESI), and NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC , a Delaware limited liability company (“ Purchaser ”) (ESI, Sellco and Purchaser being sometimes hereinafter referred to individually as a “ Party ” and collectively as the “ Parties ”). Capitalized terms not otherwise defined herein shall have the same meanings when used herein as in the Agreement.

WHEREAS , the Parties desire to amend the Agreement to include as an additional Acquired Companies Annex the Acquired Companies Annex for the D8 Acquired Companies (as defined in Attachment 1 hereto) in the form of Attachment 1 hereto.

1. Amendments to Include an Additional Acquired Companies Annex . The Agreement is hereby amended to include as an additional Acquired Companies Annex the Acquired Companies Annex for the D8 Acquired Companies in the form of Attachment 1 hereto (the “ Additional Acquired Companies Annex ”), which Additional Acquired Companies Annex shall now constitute, and hereafter constitute, a part of the Agreement and be incorporated in the Agreement for all purposes. It is hereby acknowledged and agreed among the Parties that this Amendment and the Additional Acquired Companies Annex do not modify or amend the Acquired Companies Annex for the Desert Sunlight Acquired Companies, dated September 8, 2016. All references in the Agreement to “Acquired Companies Annexes” or an “Acquired Companies Annex” shall hereafter include a reference to the Additional Acquired Companies Annex and all references to “Acquired Companies” in the Agreement shall hereafter include a reference to the Acquired Companies

described in such Additional Acquired Companies Annex. The amount of the Base Purchase Price for the Acquired Companies Acquisition described in the Additional Acquired Companies Annex is eight hundred twelve million Dollars ($812,000,000).

6. Modification . This Amendment may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

7. Section Headings . Headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.



	ESI

	ESI ENERGY, LLC

	By:	ARMANDO PIMENTEL, JR.
	Name: Armando Pimentel, Jr.
	Title: President

	SELLCO

	NEP US SELLCO, LLC

	By:	ARMANDO PIMENTEL, JR.
	Name: Armando Pimentel, Jr.
	Title: President

	PURCHASER

	NEXTERA ENERGY PARTNERS
	ACQUISITIONS, LLC

	By:	MARK E. HICKSON
		Name: Mark E. Hickson
		Title: Vice President

Signature Page to Amendment to Amended and Restated Purchase and Sale Agreement

ATTACHMENT 1

ADDITIONAL ACQUIRED COMPANIES ANNEX

[The Additional Acquired Companies Annex follows this cover page]

ACQUIRED COMPANIES ANNEX

for the

D8 ACQUIRED COMPANIES

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

by and among

NEP US SELLCO, LLC,

as Seller,

ESI ENERGY, LLC,

for the limited purposes herein provided, jointly with NEP US SellCo, LLC,

as Seller, and

NEXTERA ENERGY PARTNERS ACQUISITIONS, LLC

as Purchaser

dated as of October 25, 2017

This Acquired Companies Annex is an attachment to and intended to be a part of the Amended and Restated Purchase and Sale Agreement described above. Capitalized terms used in this Acquired Companies Annex and not defined herein shall have the same meanings when used in this Acquired Companies Annex as in the Amended and Restated Purchase and Sale Agreement described above (excluding any other Acquired Companies Annex thereto).

PART I: PROJECT SPECIFIC DEFINITIONS

Certain Definitions . As used herein:

“ A&R Desert Sunlight Company LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Desert Sunlight Company to be entered into by and between ESI and Purchaser, in the form attached hereto as Exhibit A.

“ Acquired Companies ” means the Desert Sunlight Acquired Companies, the Nokota Acquired Companies, and the Javelina Acquired Companies, individually or collectively as the context requires.

“ Acquired Companies Annex ” means this Acquired Companies Annex, including all of the Schedules attached hereto.

“ Actual Working Capital ” shall be an amount equal to the actual working capital of the Acquired Companies as set forth in cell “C11” in the Purchase Price Calculation tab of the Portfolio Project Model after the Project Models have been re-run following the input of changes in the Working Capital Inputs made by the representatives of the Parties pursuant to subparagraph 3(f) of Part III of this Acquired Companies Annex.

“ Additional Completion Payments ” has the meaning set forth in subparagraph 3(g) of Part III of this Acquired Companies Annex.

“ Agreement ” has the meaning given to it in the recitals to the Amendment.

“ Allocation ” has the meaning set forth in subparagraph 1(a) of Part VII of this Acquired Companies Annex.

“ Amendment ” has the meaning given to it in the introductory paragraph of the Amendment to Amended and Restated Purchase and Sale Agreement (Desert Sunlight, Nokota, and Javelina Projects Annex), dated as of October 25, 2017, to which this Acquired Companies Annex is attached.

“ Balance Sheet Date ” as used in Section 5.19 of the Agreement in respect of the transactions contemplated by this Acquired Companies Annex, means September 30, 2017.

“ Base Purchase Price ” means an amount equal to eight hundred twelve million Dollars ($812,000,000). The Base Purchase Price is set forth in the Portfolio Project Model as of the Closing Date at cell “C7” in the worksheet labeled “Purchase Price Calculation.”

“ Brady I Project Company ” is Brady Wind, LLC, a Delaware limited liability company.

“ Brady I Project Site ” means the portions of the Property on which the Brady I Wind Facility is located.

“ Brady I Wind Facility ” means the wind power electric generating facility (including the foundations, towers, wind turbine generators, electrical collection systems, access roads and

other equipment, materials and improvements associated therewith), for an estimated total of approximately 149.7 megawatts nameplate capacity, that are included in the Brady I Wind Project.

“ Brady I Wind Project ” means the approximately 149.7 megawatt wind power electric generating facility located in Stark County in North Dakota, including any ongoing development and construction with respect thereto.

“ Brady II Project Company ” is Brady Wind II, LLC, a Delaware limited liability company.

“ Brady II Project Site ” means the portions of the Property on which the Brady II Wind Facility is located.

“ Brady II Wind Facility ” means the wind power electric generating facility (including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith), for an estimated total of approximately 149 megawatts nameplate capacity, that are included in the Brady II Wind Project.

“ Brady II Wind Project ” means the approximately 149 megawatt wind power electric generating facility located in Hettinger County in North Dakota, including any ongoing development and construction with respect thereto.

“Brady Interconnection” is Brady Interconnection, LLC, a Delaware limited liability company.

“ Cash Grant ” means the cash grant in lieu of the investment tax credit under Section 48 of the Code under the terms of Section 1603 of the American Recovery and Reinvestment Act of 2009, for which the Desert Sunlight Project Companies and Desert Sunlight Holdings have filed multiple applications.

“ Cash Grant Losses ” means any losses, damages, costs, expenses or liabilities incurred by the Desert Sunlight Company as a result of the Cash Grant Proceedings.

“ Cash Grant Proceedings ” means the exercise of remedies available to the Desert Sunlight Project Companies and Desert Sunlight Holdings to recover the Cash Grant Shortfall, including pursuing ongoing negotiations with the United States Treasury and commencing and pursuing a cause or causes of action in any appropriate judicial or administrative venue, in each case with respect to the efforts by the Desert Sunlight Project Companies and Desert Sunlight Holdings to recover the Cash Grant Shortfall.

“ Cash Grant Shortfall ” means the difference between the approximately $569,943,470 (after applying sequestration at an assumed rate of 7.3%) aggregate amount of the Cash Grant applications by the Desert Sunlight Project Companies and Desert Sunlight Holdings and the aggregate amount of $514,954,294 of Cash Grant payments paid to date by the United States Treasury to the Desert Sunlight Project Companies and Desert Sunlight Holdings.

“ Closing Purchase Price ” means the Base Purchase Price as adjusted pursuant to subparagraph 3(a) of Part III of this Acquired Companies Annex on the Closing Date. The Closing Purchase Price will be set forth in the Portfolio Project Model as of the Closing Date at cell “C9” in the worksheet labeled “Purchase Price Calculation”.

“ Completion Amount ” means the aggregate of (i) with respect to each Nokota Project Company, the amount of funds deposited with such Nokota Project Company by Seller prior to Closing and held by such Nokota Project Company to be used to fund applicable Completion Costs remaining to be paid after Closing, the estimated amount of which is $1,003,392 for the Nokota Project Companies and which will be set forth in the Portfolio Project Model as of the Closing Date at cell “E7” in the worksheet labeled “Completion Inputs”, and (ii) with respect to the Javelina Project Company, the amount of funds deposited with the Javelina Project Company by Seller prior to Closing and held by such Javelina Project Company to be used to fund applicable Completion Costs remaining to be paid after Closing, the estimated amount of which is $1,000,000 for the Javelina Project Company and which will be set forth in the Portfolio Project Model as of the Closing Date at cell “F7” in the worksheet labeled “Completion Inputs”

“ Completion Costs ” means the aggregate sum of (i) all Project Costs required to be paid by the Nokota Project Companies and the Javelina Project Company, plus (ii) all other costs and expenses required to be paid by the Nokota Project Companies and the Javelina Project Company or any other Nokota Acquired Company or Javelina Acquired Company in connection with the achievement of all of the other Completion Requirements.

“ Completion Payment Surplus ” has the meaning given to it in subparagraph 3(g) of Part III of this Acquired Companies Annex.

“ Completion Requirements ” means (i) the achievement of Final Completion and (ii) the performance of any other work that Seller determines in its reasonable discretion is required to complete the applicable Project (including, with respect to the Javelina Wind Project, the installation of any harmonic filters, and with respect to the Nokota Wind Project, the installation of the aircraft lighting and detection system).

“ Completion Requirements Achievement Date ” means the date on which Seller gives Purchaser written notice certifying that (i) Final Completion has occurred and all of the other Completion Requirements have been completed in all material respects with respect to the Nokota Project Companies and the Javelina Project Company and (ii) all Completion Costs have been paid in full with respect to the Nokota Project Companies and the Javelina Project Company.

“ Completion True-Up Payment ” has the meaning given to it in subparagraph 3(g) of Part III of this Acquired Companies Annex.

“ Construction Documents ” means (i) with respect to the Brady I Wind Project, the Engineering, Procurement and Construction Agreement, dated as of December 11, 2015, between Brady Wind, LLC and Blattner Energy, Inc., as supplemented by scope change orders, (ii) with respect to the Brady II Wind Project, the Engineering, Procurement and Construction Agreement, dated as of February 15, 2016, between Brady Wind II, LLC and Blattner Energy,

Inc., as supplemented by scope change orders, and (iii) with respect to the Javelina Wind Project, the Engineering, Procurement and Construction Agreement, dated April 21, 2015, between Javelina Wind Energy, LLC and Blattner Energy, Inc., as supplemented by scope change orders.

“ D8 Acquired Companies ” means the Acquired Companies as defined in this Acquired Companies Annex.

“ Deductible Amount ” means one percent (1%) of the Base Purchase Price.

“ Desert Sunlight Acquired Companies ” means the Desert Sunlight Company, Desert Sunlight Investment Holdings, Desert Sunlight Holdings, the Desert Sunlight Project Companies and Desert Sunlight Funding Trust II, individually or collectively as the context requires.

“ Desert Sunlight Company ” is NextEra Desert Sunlight Holdings, LLC, a Delaware limited liability company.

“ Desert Sunlight Company Consents ” means the Consents set forth in Desert Sunlight Schedule 5.3 to this Acquired Companies Annex.

“ Desert Sunlight Completion Costs ” means the aggregate sum of (i) all Desert Sunlight Project Costs required to be paid by the Desert Sunlight Project Companies, plus (ii) all other costs and expenses required to be paid by the Desert Sunlight Project Companies or any other Desert Sunlight Acquired Company in connection with the achievement of all of the other Desert Sunlight Completion Requirements.

“ Desert Sunlight Completion Requirements ” means (i) the achievement of Desert Sunlight Final Completion and (ii) the performance of any other work that Seller determines in its reasonable discretion is required to complete the Desert Sunlight Projects.

“ Desert Sunlight EPC ” means, (i) with respect to the Desert Sunlight 250 Project Company, the Engineering, Procurement and Construction Agreement, dated as of September 29, 2011, by and between Desert Sunlight 250, LLC and First Solar Electric (California), Inc. and (ii) with respect to the Desert Sunlight 300 Project Company, the Engineering, Procurement and Construction Agreement, dated as of September 29, 2011, by and between Desert Sunlight 300, LLC and First Solar Electric (California), Inc.

“ Desert Sunlight Excluded Items ” means the items of Property or personal property described on Desert Sunlight Schedule 7.12 to this Acquired Companies Annex.

“ Desert Sunlight Existing Phase I Report ” means the Phase I Environmental Site Assessment for the Project, dated as of September, 2016, prepared by AECOM.

“ Desert Sunlight Facilities ” means the Desert Sunlight 250 Facility and the Desert Sunlight 300 Facility.

“ Desert Sunlight Final Completion ” means, with respect to each Desert Sunlight Project Company, “Final Completion” by the contractor as defined in the applicable Desert Sunlight EPC.

“ Desert Sunlight Holdings ” is Desert Sunlight Holdings, LLC, a Delaware limited liability company.

“ Desert Sunlight Interconnection Agreement ” means the Standard Large Generator Interconnection Agreement, dated August 4, 2010, among Desert Sunlight Holdings, LLC, Southern California Edison Company and California Independent System Operator Corporation, as (i) assigned by the Assignment Agreement, dated July 21, 2011, by and among Desert Sunlight 300, LLC, Desert Sunlight 250, LLC and Desert Sunlight Holdings, LLC and (ii) amended by the First Amendment to the Standard Large Generator Interconnection Agreement, dated August 19, 2011, by and among Desert Sunlight 300, LLC, Desert Sunlight 250, LLC, Desert Sunlight Holdings, LLC, Southern California Edison Company and California Independent System Operator Corporation, as the same has been and may be hereafter amended, amended and restated, supplemented or otherwise modified.

“ Desert Sunlight Investment Holdings ” is Desert Sunlight Investment Holdings, LLC, a Delaware limited liability company.

“ Desert Sunlight Project Companies ” means the Desert Sunlight 250 Project Company and the Desert Sunlight 300 Project Company, collectively and “ Desert Sunlight Project Company ” refers to each of them separately.

“ Desert Sunlight Project Costs ” means the actual costs and expenses to achieve Desert Sunlight Final Completion.

“ Desert Sunlight Title Policy ” means, collectively, (i) Owner’s Title Insurance Policy No.: 483204-250, Desert Sunlight 250, LLC, as insured, in the coverage amount of $702,000,000.00, (ii) Owner’s Title Insurance Policy No.: 483204-300, Desert Sunlight 300, LLC, as insured, in the coverage amount of $858,000,000.00, (iii) Loan Policy of Title Insurance No. 23062182-250-AL, Deutsche Bank Trust Company Americas, as insured, in the coverage amount of $327,762,395.62, (iv) Loan Policy of Title Insurance No. 23062182-GT1-AL, Deutsche Bank Trust Company Americas, as insured, in the coverage amount of $327,762,395.62, (v) Loan Policy of Title Insurance No. 23062183-300-AL, Deutsche Bank Trust Company Americas, as insured, in the coverage amount of $392,959,473.76, and (vi) Loan Policy of Title Insurance No. 23062183-GT2-AL, Deutsche Bank Trust Company Americas, as insured, in the coverage amount of $392,959,473.76, in the case of (i) and (ii) above as issued by the Title Company and in the case of (iv) through (vi) above as issued by Fidelity National Title Insurance Company.

“ Desert Sunlight 250 Facility ” means the solar photovoltaic electric generating facility (including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith) and the Gen-Tie Line, for an estimated total of 250 megawatts AC net capacity, that are included in the Desert Sunlight 250 Project.

“ Desert Sunlight 250 Project ” means the approximately 250 megawatt solar photovoltaic electric generating facility located in Riverside County, CA, including any ongoing development and construction with respect thereto.

“ Desert Sunlight 250 Project Company ” is Desert Sunlight 250, LLC, a Delaware limited liability company.

“ Desert Sunlight 300 Facility ” means the solar photovoltaic electric generating facility (including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith) and the Gen-Tie Line, for an estimated total of 300 megawatts AC net capacity, that are included in the Desert Sunlight 300 Project.

“ Desert Sunlight 300 Project ” means the approximately 300 megawatt solar photovoltaic electric generating facility located in Riverside County, CA, including any ongoing development and construction with respect thereto.

“ Desert Sunlight 300 Project Company ” is Desert Sunlight 300, LLC, a Delaware limited liability company.

“ Desert Sunlight 300 Project Site ” means the portions of the Property on which the Desert Sunlight 300 Facility is located.

“ Effective Date ” means the date of the Amendment.

“ Estimated Working Capital ” shall be an amount equal to the estimated working capital of the Acquired Companies as set forth in cell “C8” in the Purchase Price Calculation tab of the Portfolio Project Model as of the Closing Date.

“ Existing Phase I Report ” means any of the (i) the Desert Sunlight Existing Phase I Report, (ii) the Nokota Existing Phase I Report, and (iii) the Javelina Existing Phase I Report, as the context requires.

“ FERC 203 Approval ” means the order pursuant to section 203 of the FPA in which FERC has granted authorization to the transaction described in the section 203 application submitted in FERC Docket No. EC17-191-000, and which order is consistent in all material respects with the Amended and Restated Purchase and Sale Agreement.

“ Final Completion ” means “Final Completion” by the contractor as defined in the applicable Construction Document.

“ Gen-Tie Line ” means, with respect to the Desert Sunlight Facilities the Interconnection Customer’s Interconnection Facilities, as defined in the Desert Sunlight Interconnection Agreement.

“ Identified Environmental Losses ” means any losses, damages or liabilities incurred by the Acquired Companies as a result of (i) environmental conditions identified in a Phase I Report that are not identified in the corresponding Existing Phase I Report, or (ii) environmental

conditions identified in a Phase I Report that are identified in the corresponding Existing Phase I Report, which environmental conditions have changed such that additional losses, damages or liabilities are to be incurred by the Acquired Companies.

“ Interests ” has the meaning given to it in paragraph 1 of Part II of this Acquired Companies Annex.

“ Javelina Acquired Companies ” means the Javelina Company, Javelina Holdings, the Javelina Project Company and Javelina Interconnection, individually or collectively as the context requires.

“ Javelina Company ” is Javelina Wind Funding, LLC, a Delaware limited liability company.

“ Javelina Company Consents ” means the Consents set forth in Javelina Schedule 5.3 to this Acquired Companies Annex.

“ Javelina Excluded Items ” means the items of Property or personal property described on Javelina Schedule 7.12 to this Acquired Companies Annex.

“ Javelina Existing Phase I Report ” means the Phase I Environmental Site Assessment for the Javelina Wind Project, dated as of December 29, 2015, prepared by AECOM.

“ Javelina Facility ” means the wind power electric generating facility (including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith), for an estimated total of approximately 249.7 megawatts nameplate capacity, that are included in the Javelina Wind Project.

“ Javelina Holdings ” means Javelina Wind Energy Holdings, LLC, a Delaware limited liability company.

“ Javelina Interconnection ” means Javelina Interconnection, LLC, a Delaware limited liability company.

“ Javelina Interconnection Agreement ” means the ERCOT Standard Generation Interconnection Agreement, dated as of December 30, 2015, by and among Electric Transmission Texas, LLC, Javelina Interconnection, LLC, Javelina Wind Energy, LLC, and Albercas Wind Energy II, LLC, as the same has been and may be hereafter amended, amended and restated, supplemented or otherwise modified.

“ Javelina Project Company ” means Javelina Wind Energy, LLC, a Delaware limited liability company.

“ Javelina Project Site ” means the portions of the Property on which the Javelina Facility is located.

“ Javelina Title Policy ” means, the Owner’s Policy of Title Insurance, dated May 20, 2016, for the Javelina Wind Project as issued by the Title Company.

“ Javelina Wind Project ” means the approximately 249.7 megawatt wind power electric generating facility located in Webb and Duval Counties, Texas, including any ongoing development and construction with respect thereto.

“ Knowledge ” means, when used in a particular representation in the Agreement with respect to Seller and relating to the transactions contemplated by this Acquired Companies Annex and (1) the Desert Sunlight Acquired Companies, the actual knowledge of the individuals listed on Desert Sunlight Schedule K to this Acquired Companies Annex, (2) the Nokota Acquired Companies, the actual knowledge of the individuals listed on Nokota Schedule K to this Acquired Companies Annex, or (3) the Javelina Acquired Companies, the actual knowledge of the individuals listed on Javelina Schedule K to this Acquired Companies Annex, in each case after reasonable inquiry.

“ Maximum Indemnification Amount ” means fifteen percent (15%) of the Base Purchase Price.

“ Network Upgrades ”, with respect to each Nokota Project Company, means certain “Network Upgrades” described in Appendix A to the applicable Nokota Interconnection Agreement that Seller expects will be required to be paid for by the applicable Nokota Project Company following the Closing Date.

“ Network Upgrades Deposit ” means, with respect to each Nokota Project Company, the amount deposited by or on behalf of Seller with such Nokota Project Company prior to Closing that is the amount currently anticipated by Seller to be required to fund the actual costs and expenses of the Network Upgrades that are over and above an aggregate threshold amount of fifteen million two hundred sixteen thousand thirty-three dollars ($15,216,033) that Seller expects will be required to be paid for by such Nokota Project Company following the Closing Date pursuant to the applicable Nokota Interconnection Agreement, the estimated amount of which is five million five hundred thousand dollars ($5,500,000) for the Nokota Project Companies.

“ Network Upgrades True-Up Payment ”, which will be set forth in cell “C13” in the worksheet labeled “Purchase Price Calculation” in the Project Model applicable to the Nokota Acquired Companies, means either:

(i) if the sum of the Network Upgrades Deposits made with each Nokota Project Company exceeds the amount required to fund the actual costs and expenses necessary to complete the Network Upgrades that are over and above an aggregate threshold amount of fifteen million two hundred sixteen thousand thirty-three dollars ($15,216,033) at both Nokota Project Companies, in the aggregate, the aggregate amount of any such excess (the “ Surplus Amount ”); or

(ii) if the Network Upgrades Deposit is insufficient to fund the aggregate actual costs and expenses necessary to complete the Network Upgrades that are over and above an aggregate

threshold amount of fifteen million two hundred sixteen thousand thirty-three dollars ($15,216,033) at both Nokota Project Companies, in the aggregate, the aggregate amount of any such shortfall (the “ Deficit Amount ”).

If the sum of the Network Upgrades Deposits made with each Nokota Project Company is an amount determined under subparagraph (i), then the Surplus Amount shall be paid by Purchaser to Seller on the Network Upgrades True-Up Payment Date. If the Network Upgrades True-Up Payment is an amount determined under subparagraph (ii), then the Deficit Amount shall be paid by Seller to Purchaser on the Network Upgrades True-Up Payment Date.

“ Network Upgrades True-Up Payment Date ” means the Business Day that is five (5) Business Days following the date on which Seller notifies Purchaser of the amount of the Network Upgrades True-Up Payment pursuant to subparagraph 3(h) of Part III of this Acquired Companies Annex.

“ Neutral Auditor ” means Duff & Phelps Corporation or, if Duff & Phelps Corporation is unable to serve, an impartial nationally recognized firm of independent certified public accountants other than Seller’s accountants or Purchaser’s accountants, mutually agreed to by Purchaser and Seller.

“ Nokota Acquired Companies ” means the Nokota Company, Nokota Wind, the Nokota Project Companies and Brady Interconnection, individually or collectively as the context requires.

“ Nokota Company ” is Nokota Wind Holdings, LLC, a Delaware limited liability company.

“ Nokota Company Consents ” means the Consents set forth in Nokota Schedule 5.3 to this Acquired Companies Annex.

“ Nokota Excluded Items ” means the items of Property or personal property described on Nokota Schedule 7.12 to this Acquired Companies Annex.

“ Nokota Existing Phase I Report ” means, (i) with respect to the Brady I Wind Project, the Phase I Environmental Site Assessment, dated as of October 2016, prepared by Tetra Tech, Inc and (ii) with respect to the Brady II Wind Project, the Phase I Environmental Site Assessment, dated as of October 2016, prepared by Tetra Tech, Inc.

“ Nokota Facilities ” means the Brady I Wind Facility and the Brady II Wind Facility.

“ Nokota Interconnection Agreement ” means each of (i) the Large Generator Interconnection Agreement, dated as of September 29, 2016, by and between Brady Wind, LLC and Western Area Power Administration, and (ii) the Interim Generator Interconnection Agreement, dated as of December 5, 2016, among Brady Wind II, LLC, Southwest Power Pool, Inc., and Basin Electric Power Cooperative, as each of them has been and may be hereafter amended, amended and restated, supplemented or otherwise modified.

“ Nokota Project Companies ” means the Brady I Project Company and the Brady II Project Company, collectively and “ Nokota Project Company ” refers to each of them separately.

“ Nokota Title Policy ” means, collectively, both of the separate Owner’s Policy of Title Insurance, dated December 12, 2016, for the Brady I Wind Project and dated December 29, 2016, for the Brady II Wind Project, each as issued by the Title Company.

“ Nokota Wind ” means Nokota Wind, LLC, a Delaware limited liability company.

“ Outside Date ” means the date that is 60 days after October 25, 2017.

“ Phase I Reports ” has the meaning set forth in subparagraph 3(c) of Part V of this Acquired Companies Annex.

“ Portfolio Project Model ” means the financial model for the D8 Acquired Companies that consolidates the Project Models into one set of outputs for purposes of the calculation of certain adjustments to the Base Purchase Price and the Closing Purchase Price as provided in Part III of this Acquired Companies Annex.

“ Post-Closing Working Capital Adjustment Payment ” shall be an amount equal to (i) the Actual Working Capital minus (ii) the Estimated Working Capital.

“ Projects ” means the Desert Sunlight 250 Project, the Desert Sunlight 300 Project, the Brady I Wind Project, the Brady II Wind Project, and the Javelina Wind Project.

“ Project Costs ” means the actual costs and expenses to achieve Final Completion.

“ Project Models ” means, collectively, the financial models for the Desert Sunlight Acquired Companies, the Nokota Acquired Companies, and the Javelina Acquired Companies that have been agreed to by the Parties as of the Effective Date as the model to be used for purposes of the calculation of certain adjustments to the Base Purchase Price and the Closing Purchase Price as provided in Part III of this Acquired Companies Annex.

“ Project Sites ” means the Desert Sunlight 250 Project Site, the Desert Sunlight 300 Project Site, the Brady I Project Site, the Brady II Project Site, and the Javelina Project Site.

“ Purchase Price ” has the meaning given to it in paragraph 1 of Part III of this Acquired Companies Annex.

“ Purchase Price Allocation Schedule ” has the meaning set forth in subparagraph 1(a) of Part VII of this Acquired Companies Annex.

“Purchaser Consents” means the Consents set forth under the heading “Purchaser Consents” in Desert Sunlight Schedule 7.1 , Nokota Schedule 7.1 , and Javelina Schedule 7.1 to this Acquired Companies Annex.

“ SCE Consent ” means the Consent to Assignment of Membership Interest, entered into on or about the date hereof, by and among Southern California Edison Company, Desert Sunlight 250, LLC, NextEra Energy Partners Acquisitions, LLC, and ESI Energy, LLC

“ Schedules ” means the disclosure schedules attached to this Acquired Companies Annex.

“ Seller Consents ” means the Consents set forth under the heading “Seller Consents” in Desert Sunlight Schedule 7.1 , Nokota Schedule 7.1 , and Javelina Schedule 7.1 to this Acquired Companies Annex.

“ Title Company ” means (i) First American Title Insurance Company for the Desert Sunlight 250 Project and the Desert Sunlight 300 Project, (ii) Old Republic National Title Insurance Company for the Brady I Wind Project and the Brady II Wind Project, or (iii) Fidelity National Title Insurance Company for the Javelina Wind Project, as applicable.

“ Working Capital Inputs ” means the inputs in cells “E7” through “G11” in the worksheet labeled “Working Capital Inputs” in the Portfolio Project Model. For the avoidance of doubt, the values included in the Working Capital Inputs shall not include any amounts for or relating to the Completion Amount or the Network Upgrades Deposit or any amounts for liabilities that are included among the Completion Costs or the Network Upgrades.

PART II: ACQUIRED INTERESTS AND OWNERSHIP STRUCTURE

The “ Interests ” to be acquired are (i) fifty-one and eight tenths percent (51.8%) of the membership interests of the Desert Sunlight Company, (ii) one hundred percent (100%) of the membership interests of the Nokota Company, and (iii) one hundred percent (100%) of the membership interests of the Javelina Company (each of the foregoing, individually, an “ Interest ”). The Seller is the sole member of the Nokota Company and of the Javelina Company. The Seller and ESI are the sole members of the Desert Sunlight Company.

The Desert Sunlight Company is the sole Class A member of Desert Sunlight Investment Holdings. The Class B members of Desert Sunlight Investment Holdings are described on Desert Sunlight Schedule 5.2 . Desert Sunlight Investment Holdings is the sole member of Desert Sunlight Holdings. Desert Sunlight Holdings is the sole member of each of the Desert Sunlight Project Companies and is the beneficial owner of the Desert Sunlight Funding Trust II.

The Nokota Company is the sole Class A member of Nokota Wind. The Class B members of Nokota Wind are described on Nokota Schedule 5.2 . Nokota Wind owns all of the membership interests of, and is the sole member of, each of the Nokota Project Companies. Brady I Project Company owns fifty percent (50.0%) of the membership interests of Brady Interconnection and Brady II Project Company owns fifty percent (50.0%) of the membership interests of Brady Interconnection.


4.	The Javelina Company owns all of the Class A membership interests of Javelina Holdings. The Class B members of Javelina Holdings are described on Javelina Schedule 5.2 . Javelina Holdings owns all of the membership interests of the Javelina Project Company. The Javelina Project Company owns fifty-five percent (55.0%) of the membership interests of Javelina Interconnection.

PART III: TRANSACTION TERMS AND CONDITIONS

Transaction; Purchase Price . At Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, on the Closing Date, all of Seller’s right, title and interest in, to and under, the Interests. The aggregate consideration to be paid for the purchase of the Interests to which this Acquired Companies Annex applies shall consist of the payment of (such amount, collectively, the “ Purchase Price ”):


(a)	an amount equal to the Closing Purchase Price shall be paid by Purchaser to Seller on the Closing Date as provided in subparagraph 3(a) of this Part III, plus


(b)	the Post-Closing Working Capital Adjustment Payment, which shall be paid to the appropriate Party as provided in subparagraph 3(f) of this Part III (whether positive or negative), plus


(c)	the Completion True-Up Payment as provided in subparagraph 3(g) of this Part III (whether positive or negative), plus


(d)	the Network Upgrades True-Up Payment as provided in subparagraph 3(h) of this Part III (whether positive or negative).

Manner and Forms of Payment of Purchase Price . The Closing Purchase Price shall be paid in cash on the Closing Date by wire transfer of immediately available U.S. funds to such account or accounts as Seller may specify in a written notice given to Purchaser on or prior to the Closing Date. All payments made following the Closing Date of any amounts due to Seller as an adjustment to the Purchase Price shall be made by wire transfer of immediately available U.S. funds to one of the accounts previously specified by Seller and selected by Purchaser unless one of such accounts or another account is specified by Seller in a written notice given to Purchaser (not less than two (2) Business Days prior to the date on which any such payment is due to be made). All payments made following the Closing Date of any amounts due to Purchaser as an adjustment to the Purchase Price shall be made by wire transfer of immediately available U.S. funds to such account or accounts as Purchaser may specify in a written notice given to Seller (not less than two (2) Business Days prior to the date on which any such payment is due to be made).


3.	Purchase Price Calculation and Adjustments . The Base Purchase Price, the Closing Purchase Price and the Purchase Price with respect to the Acquired Companies Acquisition to which this Acquired Companies Annex applies shall be determined as follows:


(a)	The Portfolio Project Model sets forth the Base Purchase Price as of the Closing Date that has been agreed to by Seller and Purchaser. The Base Purchase Price shall be adjusted by the Estimated Working Capital (positive or negative). Such Base Purchase Price, as adjusted, shall be the Closing Purchase Price.

(b)

Within sixty (60) days after the Closing Date, Seller will prepare (at Seller’s expense) and deliver to Purchaser a list of the Working Capital Inputs as of the Closing Date as determined in good faith by Seller to calculate the Actual Working Capital, together with a reasonably detailed explanation of, and documentation of such Working Capital Inputs. If, within thirty (30) days following delivery of such Working Capital Inputs information Purchaser objects in writing to Seller (describing in reasonable detail the specific line items and values that are in dispute and the reasons for such dispute, and proposing alternative values with respect to such specific line items), such disputed items shall be subject to the dispute resolution provisions set forth in subparagraph 3(e) below. If any of such Working Capital Inputs are not timely objected to by Purchaser, then such Working Capital Inputs and the resulting Actual Working Capital shall be deemed final and no longer subject to dispute by either of the Parties. If within thirty (30) days following delivery of such Working Capital Inputs information, Purchaser does not object in writing to Seller, then the representatives of the Parties shall meet within five (5) Business Days following the end of such thirty (30)-day period to revise the Portfolio Project Model as set forth in subparagraph 3(f) below using Seller’s list of Working Capital Inputs as of the Closing Date; provided , that, if within such five (5) Business Day period the representatives of the Parties have not met to revise the Portfolio Project Model, then the representative of Seller shall revise and re-run the Portfolio Project Model in accordance with subparagraph 3(f) below using Seller’s list of Working Capital Inputs as of the Closing Date.

(c)

If the list of the Working Capital Inputs as of the Closing Date is not prepared and delivered by Seller within the sixty (60) day period set forth in subparagraph 3(b) above, Purchaser shall be entitled (but not obligated) during the fifteen (15) day period commencing on the sixty-first (61st) day after the Closing Date to prepare (at Purchaser’s expense) and deliver to Seller a list of the Working Capital Inputs as of the Closing Date as determined in good faith by Purchaser to calculate the Actual Working Capital, together with a reasonably detailed explanation and documentation of such Working Capital Inputs. If, within thirty (30) days following delivery of such Working Capital Inputs information, Seller objects in writing to Purchaser (describing in reasonable detail the specific line items and values that are in dispute and the reasons for such dispute, and proposing alternative values with respect to such specific line items), such disputed items shall be subject to the objection and resolution provisions set forth in subparagraph 3(e) below. If any of such Working Capital Inputs are not timely objected to by Seller, then such Working Capital Inputs and the resulting Actual Working Capital shall be deemed final and no longer subject to dispute by either of the Parties. If within thirty (30) days following delivery of such Working Capital Inputs information, Seller does not object in writing to Purchaser, then the representatives of the Parties shall meet within five (5) Business Days following the end of such thirty (30)-day period to revise the Portfolio Project Model as set forth in subparagraph 3(f) below using Purchaser’s list of Working Capital Inputs as of the Closing Date; provided , that, if within such five (5) Business Day period

the representatives of the Parties have not met to revise the Portfolio Project Model, then the representative of Purchaser shall revise and re-run the Portfolio Project Model in accordance with subparagraph 3(f) below using Purchaser’s list of Working Capital Inputs as of the Closing Date.

(d)

If neither Purchaser nor Seller prepare and timely deliver a list of the Working Capital Inputs as of the Closing Date in accordance with subparagraph 3(b) or subparagraph 3(c), above, no adjustments to the Portfolio Project Model will be made pursuant to subparagraph 3(f) below and the Closing Purchase Price shall be the Purchase Price, subject to any adjustment to the Portfolio Project Model arising from changes to the Purchase Price resulting from any Completion True-Up Payment made pursuant to subparagraph 3(g) below or resulting from changes to the Purchase Price resulting from any Network Upgrades True-Up Payment made pursuant to subparagraph 3(h) below.

(e)

If Purchaser timely objects to Seller’s list of the Working Capital Inputs as of the Closing Date pursuant to subparagraph 3(b) or if Seller timely objects to Purchaser’s list of the Working Capital Inputs as of the Closing Date pursuant to subparagraph 3(c), then Seller and Purchaser shall negotiate in good faith and attempt to resolve the particular items and values that are identified in the applicable written notice of objection over a ten (10) day period commencing on delivery of written notice of objection pursuant to subparagraph 3(b) or subparagraph 3(c), as the case may be. Should such negotiations not result in an agreement as to the Working Capital Inputs as of the Closing Date within such ten (10) day period (or such longer period as Seller and Purchaser may mutually agree in writing), then either Party may submit such disputed items and values to the Neutral Auditor. Each Party agrees to promptly execute a reasonable engagement letter, if requested to do so by the Neutral Auditor. Seller and Purchaser, and their respective representatives, shall cooperate fully with the Neutral Auditor. The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and determine the Working Capital Inputs as of the Closing Date. The Parties hereby agree that the Neutral Auditor shall only decide the values ascribed to the specific disputed items, and the Neutral Auditor’s decision with respect to such disputed items must be within the range of values assigned to each such item in the applicable proposed list of the Working Capital Inputs as of the Closing Date delivered by Seller or Purchaser, as the case may be, and the notice of objection, respectively. The Neutral Auditor shall be directed to determine such values (in accordance with the immediately preceding sentence) within thirty (30) days after being retained as provided in this subparagraph 3(e). All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor will be borne equally by Seller and Purchaser. The Neutral Auditor shall be directed to resolve the disputed items and deliver to Seller and Purchaser a written determination of the amounts for such disputed items (such determination to be made consistent with this subparagraph 3(e), to include all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral

Auditor by Purchaser and Seller) within thirty (30) days after being retained and such determination will be final, binding and conclusive on the Parties and their respective Affiliates, representatives, successors and assigns. Notwithstanding anything in the Agreement to the contrary, the dispute resolution mechanism contained in this subparagraph 3(e) shall be the exclusive mechanism for resolving disputes, if any, regarding the Working Capital Inputs as of the Closing Date for purposes of revising the Portfolio Project Model as set forth in subparagraph 3(f) below, if any, and neither Seller nor Purchaser shall be entitled to indemnification pursuant to Article X of the Agreement for Losses relating to matters used in determining or calculating the Working Capital Inputs as of the Closing Date (other than the failure to pay amounts, if any, that become due and payable pursuant to subparagraph 3(f) below) or in respect of any of the assets or liabilities that are transferred to or assumed by Purchaser and that were included in the calculation of the Post-Closing Working Capital Adjustment Payment. Within five (5) Business Days following the delivery by the Neutral Auditor to Seller and Purchaser of the Neutral Auditor’s written determination of the amounts of the disputed items of Working Capital Inputs as of the Closing Date, the representatives of the Parties shall meet to revise the Portfolio Project Model as set forth in subparagraph 3(f) below using Seller’s or Purchaser’s list of Working Capital Inputs as of the Closing Date delivered pursuant to subparagraph 3(b) or subparagraph 3(c) above, as the case may be, as modified by the Neutral Auditor’s determination of the amounts of the specific disputed items; provided, that, if within such five (5) Business Day period the representatives of the Parties have not met to revise the Portfolio Project Model, then the representative of Seller shall revise and re-run the Portfolio Project Model in accordance with subparagraph 3(f) below using the applicable list of Working Capital Inputs as of the Closing Date as modified by the Neutral Auditor.


(f)	Within the applicable period set forth in subparagraphs 3(b), 3(c) or 3(e) above, as applicable, representatives of the Parties shall meet to revise the Portfolio Project Model as follows:


(i)	the representatives of the Parties shall revise the Working Capital Inputs to the Portfolio Project Model to reflect all changes to the Working Capital Inputs; and

(ii)

following the completion of the revisions described in clause (i) and the re-run of the Portfolio Project Model, the Purchase Price shall be set forth in cell “C14” in the worksheet labeled “Purchase Price Calculation” in the Portfolio Project Model, subject to any further adjustment to the Portfolio Project Model arising from changes to the Purchase Price resulting from any Completion True-Up Payment made pursuant to subparagraph 3(g) below or arising from changes to the Purchase Price resulting from any Network Upgrades True-Up Payment made pursuant to subparagraph 3(h) below.

Immediately upon completion of the revision of the Portfolio Project Model as set forth in subparagraphs (i) and (ii) of this subparagraph 3(f), Seller shall calculate the Post-Closing Working Capital Adjustment Payment (which calculation shall, in the absence of manifest error, be binding on Seller and Purchaser) and not later than one (1) Business Day after such calculation is completed, notify Purchaser of the amount of the Post-Closing Working Capital Adjustment Payment (which may be a positive or negative amount). If the Post-Closing Working Capital Adjustment Payment is a positive amount, then Purchaser shall pay in cash to Seller such positive amount. If the Post-Closing Working Capital Adjustment Payment is a negative amount, then Seller shall pay in cash to Purchaser an amount equal to the absolute value of the Post-Closing Working Capital Adjustment Payment. Any such payment in respect of the Post-Closing Working Capital Adjustment Payment will be due and payable within three (3) Business Days after the Seller gives notice to Purchaser of the Post-Closing Working Capital Adjustment Payment as provided in this subparagraph 3(f). Any payments made pursuant to this subparagraph 3(f) shall be treated by the Parties as an adjustment to the Purchase Price for all purposes of the Agreement, including Tax purposes unless otherwise required by applicable Law.

(g)

At Closing Seller shall have deposited, or caused to be deposited, in accounts maintained by each Project Company, the applicable Completion Amount. Not later than five (5) Business Days following the Completion Requirements Achievement Date, Seller shall determine whether (i) the amount of the Completion Costs exceeded the Completion Amount and an additional payment is due to Purchaser from Seller in order to pay such unpaid Completion Costs (an “ Additional Completion Payment ”) or (ii) any portion of the Completion Amount has not been fully used or reserved to pay Completion Costs (the amount of such unused funds, a “ Completion Payment Surplus ”). Not later than five (5) Business Days following the Completion Requirements Achievement Date, Seller shall give written notice to Purchaser of either (i) the amount of the Additional Completion Payment due to Purchaser or (ii) the amount of the Completion Payment Surplus, as applicable. Not later than the Business Day that is five (5) Business Days following the date on which Seller gives Purchaser the notice in the immediately preceding sentence, Seller shall pay such Additional Completion Payment to Purchaser or Purchaser shall pay such Completion Payment Surplus to Seller (such payment, whether made by Seller or Purchaser, is the “ Completion True-Up Payment ” and is set forth in cell “C12” in the worksheet labeled “Purchase Price Calculation” in the Portfolio Project Model). Any and all disputes in respect of the amount of Additional Completion Payments or the Completion Payment Surplus, shall be resolved pursuant to Section 12.15 of the Agreement. Any payment of an Additional Completion Payment to Purchaser shall be treated as a reduction in the Purchase Price and any payment of a Completion Payment Surplus to Seller shall be treated as an increase to the Purchase Price, in each case for all purposes of the Agreement, including Tax purposes unless otherwise required by applicable Law.

(h)

Not later than five (5) Business Days following the receipt by a Nokota Project Company or an Affiliate of a Nokota Project Company of the final invoices issued by Southwest Power Pool, Inc. or Independent System Operator, Inc., as applicable, for the costs of the applicable Network Upgrades, Seller shall notify Purchaser of the amount, if any, of the Network Upgrades True-Up Payment and the Party to which the Network Upgrades True-Up Payment is due to be paid. If a Network Upgrades True-Up Payment is due to Seller (as provided in the definition of Network Upgrades True-Up Payment), then an amount equal to such Network Upgrades True-Up Payment will be paid by Purchaser to Seller on the Network Upgrades True-Up Payment Date. If a Network Upgrades True-Up Payment is due to Purchaser (as provided in the definition of Network Upgrades True-Up Payment), then an amount equal to such Network Upgrades True-Up Payment will be paid by Seller to Purchaser on the Network Upgrades True-Up Payment Date. Any payments made pursuant to this subparagraph 3(h) shall be treated by the Parties as an adjustment to the Purchase Price for all purposes of the Agreement, including Tax purposes unless otherwise required by applicable Law.

PART IV: ADDITIONAL CLOSING DELIVERABLES

Additional Seller Closing Deliverables . In addition to the certificates, agreements and other documents expressly required by Section 3.2 of the Agreement to be delivered by Seller at or prior to the applicable Closing in connection with the Acquired Companies Acquisition to which this Acquired Companies Annex applies, at the Closing, Seller shall deliver to Purchaser the following certificates, agreements and other documents (if “none” is written below, then there are no additional Seller Closing deliverables):


(a)	the A&R Desert Sunlight Company LLC Agreement duly executed by ESI.

Additional Purchaser Closing Deliverables . In addition to the certificates, agreements and other documents expressly required by Section 3.3 of the Agreement to be delivered by Purchaser at or prior to the applicable Closing in connection with the Acquired Companies Acquisition to which this Acquired Companies Annex applies, at the Closing, Purchaser shall deliver to Seller the following certificates, agreements and other documents (if “none” is written below, then there are no additional Purchaser Closing deliverables):


(a)	the A&R Desert Sunlight Company LLC Agreement duly executed by Purchaser.

PART V: ADDITIONAL CLOSING CONDITIONS

Both Parties’ Obligation to Close . In addition to the conditions to each Party’s respective obligations to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.4 of the Agreement, the respective obligations of each Party to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by agreement of Seller and Purchaser in whole or in part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.4 of the Agreement):


(a)	FERC 203 Approval with respect to the Desert Sunlight Acquired Companies and the Nokota Acquired Companies is received; and


(b)	SCE Consent is received.

Seller’s Obligation to Close . In addition to the conditions to Seller’s obligation to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.5 of the Agreement, the obligation of Seller to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.5 of the Agreement):


(a)	none.

Purchaser’s Obligation to Close . In addition to the conditions to Purchaser’s obligation to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies set forth in Section 3.6 of the Agreement, the obligation of Purchaser to consummate the Acquired Companies Acquisition to which this Acquired Companies Annex applies are subject to the satisfaction or written waiver, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in writing by Purchaser in whole or in part to the extent permitted by applicable Law) (if “none” is written below, then there are no additional conditions under Section 3.6 of the Agreement):


(a)	Seller shall have deposited, or caused to be deposited, (i) the portion of the Completion Amount attributed to each Nokota Project Company in an account maintained by such Nokota Project Company, and (ii) the portion of the Completion Amount attributed to the Javelina Project Company in an account maintained by the Javelina Project Company.


(b)	Seller shall have delivered a Phase I environmental site assessment for the Brady I Project Site, the Brady II Project Site, and the Javelina Project Site, dated not earlier than two (2) months prior to the Closing Date (the “ Phase I Reports ”) to the Purchaser; and


(c)	The Administrative Services Agreement, effective as of December 30, 2015, between NextEra Energy Resources, LLC and Javelina Wind Energy Holdings, LLC, shall have been amended to reduce the Administrative Fee (as defined therein) to $1.00.


(d)	Purchaser and NextEra Energy Resources, LLC shall have executed, on the Closing Date, a build-out agreement pursuant to which NextEra Energy Resources, LLC shall indemnify the Purchaser in the event that NextEra Energy Resources, LLC or its affiliates develop a new project in close proximity to the Javelina Wind Project that negatively impacts the Javelina Wind Project.

PART VI: ADDITIONAL REPRESENTATIONS AND WARRANTIES

1. Additional Seller Representations and Warranties:

In addition to the representations and warranties of Seller set forth in Article IV, Seller hereby represents and warrants to Purchaser (if “none” is written below, then there are no additional representations and warranties under Article IV of the Agreement):


(a)	none.

2. Additional Seller Representations and Warranties in respect of the Acquired Companies:

In addition to the representations and warranties of Seller set forth in Article V, Seller hereby represents and warrants to Purchaser (if “none” is written below, then there are no additional representations and warranties under Article V of the Agreement):

(a)

NextEra Energy, Inc. (formerly known as FPL Group, Inc.), a Florida corporation (“NextEra Energy”), on its own behalf and on behalf of each of its Affiliates, has released the Nokota Company from any liability that the Nokota Company may have arising out of the Amended and Restated Income Tax Allocation Agreement, effective as of January 1, 2003, executed by NextEra Energy and each of its Affiliates, or as a result of having filed or in the future filing consolidated federal income tax returns with NextEra Energy and its Affiliates, and has agreed to hold the Nokota Company harmless from any such liabilities.

(b)

An Affiliate of Seller has provided a $15,216,033 letter of credit (SMBC # LG/MIS/NY-105114) (the “ LC ”) to Southwest Power Pool, Inc. (the “ LC Recipient ”) in respect of the Network Upgrades. Amounts drawn by the LC Recipient against the LC in respect of the Network Upgrades are not, following Closing, reimbursable to Seller (or any Affiliate of Seller) by the Purchaser, the Acquired Companies, NextEra Energy Operating Partners, LP or any of their Affiliates pursuant to the Cash Sweep and Credit Support Agreement or otherwise.

(c)

NextEra Energy, Inc. (formerly known as FPL Group, Inc.), a Florida corporation (“NextEra Energy”), on its own behalf and on behalf of each of its Affiliates, has released the Javelina Company from any liability that the Javelina Company may have arising out of the Amended and Restated Income Tax Allocation Agreement, effective as of January 1, 2003, executed by NextEra Energy and each of its Affiliates, or as a result of having filed or in the future filing consolidated federal income tax returns with NextEra Energy and its Affiliates, and has agreed to hold the Javelina Company harmless from any such liabilities.

3. Additional Purchaser Representations and Warranties :

In addition to the representations and warranties of Purchaser set forth in Article VI, Purchaser hereby represents and warrants to Seller (if “none” is written below, then there are no additional representations and warranties under Article VI of the Agreement):


(a)	none.

PART VII: ADDITIONAL COVENANTS AND AGREEMENTS


1.	Allocation of Purchase Price .

(a) With respect to the acquisition of the Interests, within ninety (90) days after all adjustments to the Purchase Price pursuant to this Acquired Companies Annex have been completed, Purchaser shall deliver to Seller a schedule (the “ Purchase Price Allocation Schedule ”) prepared in accordance with Section 755 of the Code and the Treasury Regulations promulgated thereunder. Thereafter, Seller and Purchaser shall use Commercially Reasonable Efforts to agree, within thirty (30) days of Seller’s receipt of the Purchase Price Allocation Schedule, to an allocation of the Purchase Price among the assets of the Acquired Companies that is consistent with the allocation methodology provided by Section 755 of the Code and the Treasury Regulations promulgated thereunder (the “ Allocation ”). Notwithstanding the foregoing, in the event Purchaser and Seller cannot agree as to the Allocation, each Party shall be entitled to take its own position in any Tax return, Tax proceeding or audit.

(b) Seller shall cooperate with Purchaser to cause valid elections under Section 754 of the Code (and any corresponding provisions of state and local Tax law) to be in effect for the Acquired Companies for the taxable period in which Purchaser acquires the Interests.

1. Desert Sunlight Network Upgrades . Seller agrees that, following the Closing, Seller will pay for certain “Network Upgrades” described in Appendix A to the Desert Sunlight Interconnection Agreement that are required to be paid for by the applicable Desert Sunlight Project Company following the Closing Date, which amount is currently expected to be approximately $500,000.

2. Desert Sunlight Completion Costs . The Desert Sunlight Completion Costs will be $500,000. An Affiliate of Seller has deposited a sum of $500,000 (the “ Desert Sunlight Completion Deposit ”) with Desert Sunlight Investment Holdings. The Desert Sunlight Completion Deposit is not counted as part of the Estimated Working Capital and will not be counted as part of the Actual Working Capital.

3. Final Completion Obligations . Seller agrees that, following the Closing, Seller will:

(a) achieve, or cause to be achieved, Final Completion (as that term is defined in Part I of this Acquired Companies Annex); and

(b) pay when due (subject to any rights of dispute set forth in subparagraph 3(g) of Part III of this Acquired Companies Annex) to Purchaser, any Additional Completion Payment (as that term is defined in Part I of this Acquired Companies Annex).

4. Nokota Final Network Upgrades Obligations . Seller agrees that, following the Closing, Seller will:


(a)	achieve, or cause to be achieved, the Network Upgrades (as that term is defined in Part I of this Acquired Companies Annex); and


(b)	pay any Network Upgrades True-Up Payment (as that term is defined in Part I of this Acquired Companies Annex) due to Purchaser; and


(c)	(or will cause one or more of its Affiliates), to continue to provide (and not revoke) the LC until completion of the Network Upgrades and all required payments in respect thereof have been made.

6. Phase I Environmental Site Assessment . Notwithstanding anything in the Agreement (including provisions of Article X of the Agreement), Seller shall indemnify Purchaser for any Identified Environmental Losses (the “ Environmental Reimbursement ”). The Environmental Reimbursement shall not be subject to, nor count towards, any limitation on liability or procedures or other provisions of Article X of the Agreement.

PART VIII: TERMINATION

1. Termination . The Acquired Companies Acquisition contemplated by this Acquired Companies Annex, and, except as otherwise provided in Section 8.2 of the Agreement, the applicability of the provisions of the Agreement to such Acquired Companies Acquisition, may be terminated, and the transactions contemplated hereby or thereby may be abandoned, as follows:

(i) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex by the mutual written consent of Seller and Purchaser at any time prior to the Closing with respect to such Acquired Companies Acquisition having occurred, such termination to be effective as of the date both Seller and Purchaser have signed such written consent;

(ii) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex, by either Purchaser or Seller, by written notice to the other, if the Closing with respect to such Acquired Companies Acquisition, shall not have been consummated on or prior to the Outside Date, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 of the Agreement; provided, however , that the right to terminate the Agreement with respect to such Acquired Companies Acquisitions under this subparagraph 1(ii) shall not be available to Purchaser or Seller, as applicable, if Purchaser or Seller, as applicable, has breached any of its respective representations and warranties contained in the Agreement with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex or has failed to perform or comply with any of its respective obligations, covenants, agreements or conditions with respect to such Acquired Companies Acquisition required to be performed or complied with by such Party under the Agreement and such breach or failure has been the cause of, or resulted in, the failure of the applicable Closing to occur on or before such date;

(iii) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex, by either Purchaser or Seller, by written notice to the other, if there shall be any Law that makes consummation of the Acquired Companies Acquisition contemplated by this Acquired Companies Annex illegal or otherwise prohibited, or there shall be in effect a final non-appealable order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Acquired Companies Acquisition contemplated by this Acquired Companies Annex, it being agreed that the Parties hereto shall comply with their obligations under Section 7.1 of the Agreement with respect to any adverse determination which is appealable, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 of the Agreement;

(iv) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex by Seller, by written notice to Purchaser, if Purchaser has breached or failed to perform any representation, warranty, covenant or agreement contained in the Agreement or in this Acquired Companies Annex or if any representation or warranty of Purchaser contained in the Agreement or in this Acquired

Companies Annex shall be untrue and, as a result thereof, any Closing Condition applicable to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex would not then be satisfied at the time of such breach or failure, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 of the Agreement; provided , however , that if such breach or failure is curable by Purchaser prior to the Outside Date through the exercise of its Commercially Reasonable Efforts, then for so long as Purchaser continues to exercise such Commercially Reasonable Efforts, Seller may not terminate the Agreement as to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex under this subparagraph; provided , further , that Seller is not then in material breach of the terms of the Agreement applicable to such Acquired Companies Acquisition, and provided , further , that no cure period shall be required for a breach or failure which by its nature cannot be cured;

(v) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex by Purchaser, by written notice to Seller, if Seller has breached or failed to perform any representation, warranty, covenant or agreement contained in the Agreement or in this Acquired Companies Annex or if any representation or warranty of Seller contained in the Agreement or in this Acquired Companies Annex shall be untrue and, as a result thereof, any Closing Condition applicable to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex would not then be satisfied at the time of such breach or failure, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 of the Agreement; provided , however , that if such breach or failure is curable by Seller prior to the Outside Date through the exercise of its Commercially Reasonable Efforts, then for so long as Seller continues to exercise such Commercially Reasonable Efforts, Purchaser may not terminate the Agreement as to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex under this subparagraph; provided , further , that Purchaser is not then in material breach of the terms of the Agreement applicable to such Acquired Companies Acquisition, and provided , further , that no cure period shall be required for a breach or failure which by its nature cannot be cured;

(vi) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex by Seller, by written notice to Purchaser, if all the Closing Conditions applicable to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex have been satisfied (other than applicable Closing Conditions that by their nature are to be satisfied at the applicable Closing) or waived in writing by the applicable Party and Purchaser fails to consummate the Acquired Companies Acquisition contemplated by this Acquired Companies Annex at the applicable Closing, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 of the Agreement; or

(vii) the Agreement may be terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex by Purchaser, by written notice to Seller, if all the Closing Conditions applicable to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex have been satisfied (other than applicable

Closing Conditions that by their nature are to be satisfied at the applicable Closing) or waived in writing by the applicable Party and Seller fails to consummate the Acquired Companies Acquisition contemplated by this Acquired Companies Annex at the applicable Closing, such termination to be effective as of the date such written notice is deemed duly given, provided or furnished in accordance with Section 12.1 of the Agreement.

2. Termination . In addition to the applicable effects of termination of an Acquired Companies Acquisition set forth in Section 8.2 of the Agreement, if the Agreement is validly terminated with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex pursuant to paragraph 1 of this Part VIII, there will be no liability or obligation on the part of Seller or Purchaser (or any of their respective Representatives or Affiliates) with respect to the Acquired Companies Acquisitions contemplated by this Acquired Companies Annex, the Agreement shall thereupon terminate with respect to the Acquired Companies Acquisition contemplated by this Acquired Companies Annex and become void and of no further force and effect and the consummation of the Acquired Companies Acquisition contemplated by this Acquired Companies Annex shall be abandoned without further action of the Parties, except as provided in Section 8.2 of the Agreement.

PART IX: MODIFICATIONS TO AGREEMENT

The following provisions of the Agreement are amended as follows with respect to the Acquired Companies Acquisition to which this Acquired Companies Annex applies (if “none” is written below, then there are no modifications made to provisions of the Agreement under this Part IX):


(a)	The first sentence of Section 3.1(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“ With respect to each Acquired Companies Acquisition, subject to the satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the sale of the Interests and the consummation of such Acquired Companies Acquisition (each, a “ Closing ”) shall take place at the offices of Seller (or at such other place as the Parties may designate in writing) on December 1, 2017 or on such other Business Day thereafter on or prior to the Outside Date that is agreed to in writing by Purchaser and Seller.”

DESERT SUNLIGHT SCHEDULES



Schedule 4.3	Additional Encumbrances on the Interest
Schedule 5.2	Capitalization
Schedule 5.3	Company Consents
Schedule 5.5	Bank Accounts
Schedule 5.9	Taxes
Schedule 5.10	Regulatory Status
Schedule 5.11(a)	Material Contracts
Schedule 5.11(b)	Certain Material Contracts
Schedule 5.11(c)	Material Contracts Not in Effect
Schedule 5.11(d)	Breaches under Material Contracts
Schedule 5.11(e)	Exceptions to Contract Representations
Schedule 5.12(c)	Exceptions to Land Contracts Representations
Schedule 5.12(d)	Unrecorded Encumbrances
Schedule 5.12(i)	Options, Rights of First Offer or Rights of First Refusal
Schedule 5.12(j)	Exceptions to Improvements, Systems and Equipment Representations
Schedule 5.13(b)	Permits
Schedule 5.14(c)	Environmental Matters – Non-Compliance
Schedule 5.14(d)	Environmental Matters – Claims
Schedule 5.14(e)	Environmental Matters – Releases of Hazardous Materials
Schedule 5.15(a)	Exceptions to Intellectual Property Representations
Schedule 5.20	Absence of Certain Changes
Schedule 5.23	Disclosure
Schedule 7.1	Seller Consents and Purchaser Consents
Schedule 7.3	Exceptions to Certain Restrictions
Schedule 7.12	Excluded Items
Schedule K	Knowledge
Schedule PE	Permitted Encumbrances

EXHIBITS



Exhibit A	Form of A&R Desert Sunlight Company LLC Agreement

NOKOTA SCHEDULES



Schedule 4.3	Additional Encumbrances on the Interest
Schedule 5.2	Capitalization
Schedule 5.3	Company Consents
Schedule 5.5	Bank Accounts
Schedule 5.9	Taxes
Schedule 5.10	Regulatory Status
Schedule 5.11(a)	Material Contracts
Schedule 5.11(b)	Certain Material Contracts
Schedule 5.11(c)	Material Contracts Not in Effect
Schedule 5.11(d)	Breaches under Material Contracts
Schedule 5.11(e)	Exceptions to Contract Representations
Schedule 5.12(c)	Exceptions to Land Contracts Representations
Schedule 5.12(d)	Unrecorded Encumbrances
Schedule 5.12(i)	Options, Rights of First Offer or Rights of First Refusal
Schedule 5.12(j)	Exceptions to Improvements, Systems and Equipment Representations
Schedule 5.13(b)	Permits
Schedule 5.14(c)	Environmental Matters – Non-Compliance
Schedule 5.14(d)	Environmental Matters – Claims
Schedule 5.14(e)	Environmental Matters – Releases of Hazardous Materials
Schedule 5.15(a)	Exceptions to Intellectual Property Representations
Schedule 5.20	Absence of Certain Changes
Schedule 5.23	Disclosure
Schedule 7.1	Seller Consents and Purchaser Consents
Schedule 7.3	Exceptions to Certain Restrictions
Schedule 7.12	Excluded Items
Schedule K	Knowledge
Schedule PE	Permitted Encumbrances

JAVELINA SCHEDULES



Schedule 4.3	Additional Encumbrances on the Interest
Schedule 5.2	Capitalization
Schedule 5.3	Company Consents
Schedule 5.5	Bank Accounts
Schedule 5.9	Taxes
Schedule 5.10	Regulatory Status
Schedule 5.11(a)	Material Contracts
Schedule 5.11(b)	Certain Material Contracts
Schedule 5.11(c)	Material Contracts Not in Effect
Schedule 5.11(d)	Breaches under Material Contracts
Schedule 5.11(e)	Exceptions to Contract Representations
Schedule 5.12(c)	Exceptions to Land Contracts Representations
Schedule 5.12(d)	Unrecorded Encumbrances
Schedule 5.12(i)	Options, Rights of First Offer or Rights of First Refusal
Schedule 5.12(j)	Exceptions to Improvements, Systems and Equipment Representations
Schedule 5.13(b)	Permits
Schedule 5.14(c)	Environmental Matters – Non-Compliance
Schedule 5.14(d)	Environmental Matters – Claims
Schedule 5.14(e)	Environmental Matters – Releases of Hazardous Materials
Schedule 5.15(a)	Exceptions to Intellectual Property Representations
Schedule 5.20	Absence of Certain Changes
Schedule 5.23	Disclosure
Schedule 7.1	Seller Consents and Purchaser Consents
Schedule 7.3	Exceptions to Certain Restrictions
Schedule 7.12	Excluded Items
Schedule K	Knowledge
Schedule PE	Permitted Encumbrances

Exhibit 10.2

AMENDMENT NO. 1

SERIES A PREFERRED UNIT PURCHASE AGREEMENT

This AMENDMENT NO. 1, dated as of June 28, 2017 (this “ Amendment ”), to the SERIES A PREFERRED UNIT PURCHASE AGREEMENT , dated as of June 20, 2017 (the “ Agreement ”), is entered into by and among NEXTERA ENERGY PARTNERS, LP , a Delaware limited partnership (the “ Partnership ”), and the purchasers set forth in the signature pages hereto (the “ Purchasers ”). Unless otherwise defined, capitalized terms used in this Amendment shall have the meanings ascribed them in the Agreement.

WHEREAS , the Partnership and the Purchasers desire to amend the Agreement to clarify the meaning of the term Material Adverse Effect, as used in the conditions precedent to each Purchaser’s obligations under the Agreement.

NOW THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


1.	Conditions Precedent . Section 2.4 of the Agreement is hereby amended and restated in its entirety to provide as follows:

“Section 2.04 Conditions to Each Purchaser’s Obligations . The obligation of a Purchaser to consummate its purchase of Purchased Units at a Closing shall be subject to the satisfaction on or prior to the applicable Closing Date of each of the following conditions (any or all of which may be waived by the applicable Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a) the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01 , Section 3.02 , Section 3.03 , Section 3.13 , Section 3.16 or Section 3.17 or other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the applicable Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); provided that, solely for the purposes of this subsection (a), a Material Adverse Effect shall not be deemed to have occurred if, as of the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price;

(b) the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the applicable Closing Date;

21924425.2

(d) no notice of delisting from NYSE shall have been received by the Partnership with respect to the Common Units;

(e) there shall not have occurred a Material Adverse Effect; provided that, solely for the purposes of this subsection (e), a Material Adverse Effect shall not be deemed to have occurred if, at the time of determination, the market price per Common Unit is equal to or greater than the Series A Preferred Unit Purchase Price; and

(f) the Partnership shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s closing deliveries described in Section 2.06(a) , as applicable.”

2. No Other Changes . Except as specifically provided for in this Amendment, the Agreement shall be and remain in full force and effect, and there are no other amendments, modification, additions or changes to the Agreement whatsoever.

3. Miscellaneous . The provisions of Sections 8.07 , 8.10 , 8.11 , 8.12 and 8.15 of the Agreement shall be incorporated herein as if expressly set forth in this Amendment, except that all references therein to “Agreement” shall be deemed references to “Amendment”.

[Signature Page Follows]

21924425.2

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.



NEXTERA ENERGY PARTNERS, LP
By:	NextEra Energy Partners GP, Inc.,
Its	General Partner


By:	PAUL CUTLER
Name:	Paul I. Cutler
Title:	Treasurer

[Signature page to Amendment No. 1 to Purchase Agreement]

21924425.2



NASA A HOLDINGS LP
By:	Nasa A Holdings GP, LLC, its General Partner

By:	RYAN SHOCKLEY
Name:	Ryan Shockley
Title:	President

NASA A HOLDINGS LP
By:	Nasa A Holdings GP, LLC, its General Partner

By:	RYAN SHOCKLEY
Name:	Ryan Shockley
Title:	President

NASA CO-INVEST HOLDINGS L.P.
By:	First Reserve Energy Infrastructure GP II Limited, its General Partner

By:	RYAN SHOCKLEY
Name:	Ryan Shockley
Title:	Managing Director

[Signature page to Amendment No. 1 to Purchase Agreement]



KKR FLATIRONS AGGREGATOR L.P.

By:	KKR Flatirons Aggregator GP LLC, its General Partner

By:	BRANDON FREIMAN
Name:	Brandon Freiman
Title:	President

[Signature page to Amendment No. 1 to Purchase Agreement]

Exhibit 10.4

AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENT

THIS AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENT (this " Agreement ") is made and entered into as of the 4th day of August, 2017, by and among NEXTERA ENERGY PARTNERS, LP , a Delaware limited partnership (" NEE Partners "), NEXTERA ENERGY OPERATING PARTNERS, LP , a Delaware limited partnership (" NEE Operating LP "), and NEXTERA ENERGY RESOURCES, LLC , a Delaware limited liability company (" NEER "), each a " Party " and, collectively, the " Parties ."

RECITALS:

WHEREAS , NEER has created NEE Partners to own, operate and acquire contracted clean energy projects with stable, long-term cash flows through its interests in NEE Operating LP;

WHEREAS , NEE Partners expects to grow its business and its cash available for distributions through selective acquisitions of additional assets, including assets acquired from NEER;

WHEREAS , the Parties previously entered into the Right of First Offer Agreement, dated as of July 1, 2014 (the " Original Agreement "), pursuant to which NEER granted to NEE Operating LP an exclusive right of first offer to acquire the NEER ROFO Assets (as hereinafter defined) owned by NEER and certain of its Affiliates (as hereinafter defined) on the terms and conditions set forth in the Original Agreement;

WHEREAS , in connection with certain modifications to the First Amended and Restated Agreement of Limited Partnership of NEE Partners, dated as of July 1, 2014, and the transactions relating thereto, the Parties desire to amend and restate the Original Agreement as set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree that the Original Agreement is, as of and at the date first written above, amended and restated in its entirety to read as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. The following terms when used in this Agreement shall have the meanings set forth in this Section 1.1 .

" Affiliate " means, with respect to the Person in question, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person or is under common Control of a third Person.

" Agreement " has the meaning set forth in the Preamble.

" Applicable Law " means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority and quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority affecting or relating to the Person or property in question.

" Business Day " means any day other than Saturday, Sunday or any federal legal holiday.

" Conflicts Committee " means the conflicts committee of the board of directors of NEE Partners, as defined in the NEE Partners LP Agreement.

" Control " means the control by one Person of another Person in accordance with the following: a Person (" A ") controls another Person (" B ") where A has the power to determine the management and policies of B by contract or status (for example the status of A being the managing member of B) or by virtue of beneficial ownership of or control over a majority of the voting or economic interests in B. For the purpose of certainty and without limitation, if A owns or has control over securities to which are attached more than fifty percent (50%) of the votes permitted to be cast in the election of directors to the Governing Body of B or, if A is the general partner of B (a limited partnership), then in each case A Controls B for this purpose, and the term " Controlled " has the corresponding meaning.

" Financing Party " means any and all Persons, or the agents or trustees representing them, providing senior or subordinated debt financing or refinancing (including letters of credit, bank guaranties or other credit support).

" Governing Body " means (a) with respect to a corporation, the board of directors of such corporation, (b) with respect to a limited liability company, the manager(s) or managing member(s) of such limited liability company, (c) with respect to a limited partnership, the board, committee or other body of the limited partnership or the general partner of such partnership that serves a similar function or the general partner itself (or if any such general partner is itself a limited partnership, the board, committee or other body of such general partner's general partner that serves a similar function or such general partner's general partner itself) and (d) with respect

to any other Person, the body of such Person that serves a similar function, and in the case of each of clauses (a) through (d) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director.

" Governmental Authority " means any federal, state or local government or political subdivision thereof, including, without limitation, any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or property in question.

" Lien " means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

" Losses " means, with respect to the Person in question, any actual liability, damage (but expressly excluding any consequential and punitive damages), loss, cost or expense, including, without limitation, reasonable attorney fees and expenses and court costs, incurred by such Person, as a result of the act, omission or occurrence in question.

" NEE " means NextEra Energy, Inc.

" NEE Operating LP " has the meaning set forth in the Preamble.

" NEE Partners " has the meaning set forth in the Preamble.

" NEE Partners GP " means NextEra Energy Partners GP, Inc., a Delaware corporation and the general partner of NEE Partners.

" NEE Partners LP Agreement " means that certain Second Amended and Restated Agreement of Limited Partnership of NextEra Energy Partners, LP, dated as of August 4, 2017 and as amended, restated, modified or supplemented from time to time.

" NEE Partners Units " means the "Units" under the NEE Partners LP Agreement.

" NEER " has the meaning set forth in the Preamble.

" NEER Confidential Information " has the meaning set forth in Section 4.1 .

" NEER Indemnitees " means NEER and its Affiliates (other than NEE Partners and its Subsidiaries, which Subsidiaries shall not include any NEER ROFO Asset prior to the acquisition thereof by NEE Operating LP or any of its Subsidiaries), and each of their respective shareholders, members, partners, trustees, beneficiaries, directors, officers, employees, attorneys, accountants, consultants and agents, and the successors, assigns, legal representatives and heirs of each of the foregoing.

" NEER ROFO Assets " means the assets described on Schedule I hereto.

" Negotiation Period " has the meaning set forth in Section 2.1 .

" Notice " has the meaning set forth in Section 5.1 .

" Original Agreement " has the meaning set forth in the Recitals.

" Party " or " Parties " has the meaning set forth in the Preamble.

" Person " means any natural person, corporation, general or limited partnership, limited liability company, association, joint venture, trust, estate, Governmental Authority or other legal entity, in each case whether in its own or a representative capacity.

" Required Securities Disclosure " has the meaning set forth in Section 4.1 .

" Sale " means, other than in connection with any granting of Liens permitted under any indebtedness in respect of any NEER ROFO Asset that is incurred from time to time and any disposition of assets resulting from the enforcement of such Liens, any direct or indirect sale of any equity interest in, or all or substantially all of the assets of, any NEER ROFO Asset; provided , that this definition shall not include any (i) merger of NEER with or into, or sale of substantially all of NEER's assets to, a Third Party or (ii) any direct or indirect sale of a NEER ROFO Asset or any of its assets so long as, following the consummation of such sale, NEER directly or indirectly holds 100% of the ownership interests in, and maintains Control over, such NEER ROFO Asset and such assets; provided , the terms of any such sale referred to in clause (ii) above will not limit, delay or hinder the ability of NEE Operating LP or any of its Subsidiaries to acquire such NEER ROFO Asset from NEER in accordance with the terms of this Agreement if and when NEER elects to sell, transfer or otherwise dispose of such NEER ROFO Asset to a Third Party.

" Special Voting Units " has the meaning ascribed to it in the NEE Partners LP Agreement.

" Subsidiary " means any entity that is, directly or indirectly, Controlled by a Party.

" Term " has the meaning set forth in Section 3.1 .

" Termination Event " means the occurrence of any of the following:


(a)	the withdrawal of NEE Partners GP from being general partner of NEE Partners in accordance with Section 11.1 of the NEE Partners LP Agreement;


(b)	the removal of NEE Partners GP from being general partner of NEE Partners if the NEE Partners Units (including the Special Voting Units) held by NEE Partners GP and its Affiliates did not vote in favor of such removal;


(c)	the failure of NEE to Control, directly or indirectly, NEE Partners GP or any other Person that is general partner of NEE Partners; and


(d)	the failure of NEE to own, directly or indirectly, at least (i) 50.1% of the voting interests of NEER, (ii) at least 33.33% of the economic interests of NEER or (iii) more of the economic interests in NEER than any other Person.

" Third Party " means any Person other than a Party or an Affiliate of a Party.

" Third Party Sale Period " has the meaning set forth in Section 2.1 .

" Transaction Notice " has the meaning set forth in Section 2.1 .

Section 1.2 Headings and Table of Contents

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

Section 1.3 Interpretation

In this Agreement, unless the context otherwise requires:

(a) words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;

(b) the words "include", "includes", "including", or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

(d) any reference to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;

(e) any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified;

(f) in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day;

(g) except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency;

(h) the words "herein," "hereof," "hereby" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety, not to any particular article or section hereof and not to any particular provision hereof, except where the context otherwise requires; and

(i) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated.

ARTICLE II

RIGHT OF FIRST OFFER ON NEER ROFO ASSETS

Section 2.1 Notice of Transaction Related to NEER ROFO Assets and Negotiation of Definitive Terms for Transaction. Prior to engaging in any negotiation with a Third Party regarding any proposed Sale of any NEER ROFO Asset (or any portion thereof), NEER must deliver to NEE Operating LP a written notice setting forth in reasonable detail the material terms and conditions of the proposed transaction (such notice, a " Transaction Notice ") and for the next 30 days (the " Negotiation Period ") engage in non-binding discussions and negotiations in

good faith with NEE Operating LP to attempt to agree on definitive terms acceptable to both Parties, in their sole and absolute discretion, for the Sale of the applicable NEER ROFO Asset to NEE Operating LP or any of its Subsidiaries. If, by the end of the Negotiation Period, the Parties have not agreed to definitive terms for the Sale of such NEER ROFO Asset to NEE Operating LP or one of its Subsidiaries, NEER will have the right, within the 270 days following such Negotiation Period (the " Third Party Sale Period "), to consummate a Sale of such NEER ROFO Asset to a Third Party (or agree in writing to undertake such Sale to a Third Party) in accordance with the terms of Section 2.2 .

Section 2.2 Negotiations with Third Parties. Neither NEER nor any of its representatives, agents or Affiliates (other than NEE Partners and its Subsidiaries, which Subsidiaries shall not include any NEER ROFO Asset prior to the acquisition thereof by NEE Operating LP or any of its Subsidiaries) shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Sale of any NEER ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such NEER ROFO Asset and the applicable proposed Sale. NEE Operating LP agrees and acknowledges that during the Third Party Sale Period for any NEER ROFO Asset and the applicable proposed Sale: (a) NEER shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party for the Sale of such NEER ROFO Asset, on terms in all material respects no less favorable to NEER than those offered to NEE Operating LP, and (b) NEER shall have no further obligation to negotiate with NEE Operating LP regarding, or offer NEE Operating LP the opportunity to acquire any interest in, such NEER ROFO Asset; provided , that the final terms of the Sale of any NEER ROFO Asset to any Third Party be on terms in all material respects no less favorable to NEER than those offered to NEE Operating LP; provided further , that following any Third Party Sale Period for any NEER ROFO Asset during which no Sale to a Third Party occurred, NEER shall comply with Section 2.1 (including by delivering a Transaction Notice and negotiating during the Negotiation Period) prior to any Sale of such NEER ROFO Asset to a Third Party (or any entry into any agreement in writing to undertake such Sale).

ARTICLE III

TERM; TERMINATION RIGHTS

Section 3.1 Term. Unless earlier terminated in accordance with this ARTICLE III, the term of this Agreement (the " Term ") shall continue in effect until 5:00 p.m. New York City time on July 1, 2020, at which time this Agreement shall terminate, and the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive the termination of this Agreement; provided , that in the event the Term ends during any Negotiation Period, then the Term shall extend, and this Agreement shall remain in full force and effect, until the expiration of such Negotiation Period.

Section 3.2 Termination Rights. NEER or NEE Operating LP, as the case may be, shall have the right, with written notice to the other Party, (a) to terminate this Agreement if the other Party materially breaches or defaults in the performance of its obligations under this Agreement or (b) to terminate this Agreement with respect to any NEER ROFO Asset if the other Party materially breaches or defaults in the performance of its obligations under any transaction agreement for the Sale of such NEER ROFO Asset to NEE Operating LP or one of its Subsidiaries; provided , that in each case such breach or default is continuing for 90 days after such breaching Party has been given a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default." NEER also shall have the right to terminate this Agreement at any time after a Termination Event by delivering written notice of termination to NEE Operating LP, and such termination shall become effective immediately upon NEE Operating LP's receipt of such notice. Upon any such termination the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive the termination of this Agreement.

Section 3.3 Exclusive Remedy. Other than with respect to a breach or default in the performance of a Party's indemnification obligations under ARTICLE IV, each Party's sole and exclusive remedy for a breach or default by the other Party of its obligations under this Agreement shall be to terminate this Agreement in accordance with Section 3.2 .

ARTICLE IV

CONFIDENTIALITY

Section 4.1 NEER Confidential Information. NEE Partners shall, and shall cause its Subsidiaries and its and their officers, directors and employees to, keep confidential and not make any public announcement or disclose to any Person any terms of any other documents, materials, data or other information with respect to any NEER ROFO Asset which is not generally known to the public (the "NEER Confidential Information" ); provided , however , that NEER Confidential Information shall not include (a) the terms and conditions of this Agreement or (b) information that becomes available to NEE Partners on a non-confidential basis from a source other than the NEER, its Affiliates (other than NEE Partners and its Subsidiaries) or their directors, officers or employees (provided that, to NEE Partners' knowledge, such source was not prohibited from disclosing such information to NEE Partners by any legal, contractual or fiduciary duty). Notwithstanding the foregoing, NEE Partners shall be permitted to (1) disclose any NEER Confidential Information to the extent required by court order or under Applicable Law ( provided , that it shall (A) exercise commercially reasonable efforts to preserve the confidentiality of such NEER Confidential Information, (B) to the extent legally permissible, use commercially reasonable efforts to provide NEER, in advance of such disclosure, with copies of any NEER Confidential Information it intends to disclose (and, if

applicable, the text of the disclosure language itself), and (C) reasonably cooperate with NEER and its Affiliates (other than NEE Partners and its Subsidiaries) to the extent they may seek to limit such disclosure), (2) make a public announcement regarding such matters (A) as agreed to in writing by NEER or (B) as required by the provisions of any securities laws or the requirements of any exchange on which NEE Partners' securities may be listed (a "Required Securities Disclosure" ), or (3) disclose any NEER Confidential Information to its Affiliates (other than NEER) and its and their shareholders, partners, members, directors, officers, employees, lenders, attorneys, consultants or other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such NEER Confidential Information and instructed to keep such NEER Confidential Information confidential pursuant to the terms hereof); provided , however , that, other than in connection with a Required Securities Disclosure, NEE Partners shall (x) advise such Person of the confidential nature of such NEER Confidential Information, and (y) cause such Person to be bound by obligations of confidentiality that are no less stringent than the obligations set forth herein. NEE Partners shall indemnify and hold harmless the NEER Indemnitees for any Losses incurred by any of the NEER Indemnitees for a breach or default of NEE Partners' obligations under this Section 4.1 . This Section 4.1 shall survive the termination of this Agreement.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Notices

(a) Method of Delivery . All notices, requests, demands and other communications (each, a " Notice ") required to be provided to the other Party pursuant to this Agreement shall be in writing and shall be delivered (i) in person, (ii) by certified U.S. mail, with postage prepaid and return receipt requested, (iii) by overnight courier service, or (iv) by facsimile transmittal, with a verification copy sent on the same day by any of the methods set forth in clauses (i) , (ii) and (iii) , to the other Party to this Agreement at the following address or facsimile number (or to such other address or facsimile number as the Parties may designate from time to time pursuant to this Section 5.1 ):

If to NEE Partners:

NextEra Energy Partners, LP
c/o NextEra Energy Partners GP, Inc.
700 Universe Boulevard
Juno Beach, FL 33408
Attn: Corporate Secretary
Facsimile: (561) 691-7702
Email: Scott.Seeley@nexteraenergy.com

with a copy to:

NextEra Energy Partners, LP
c/o NextEra Energy Partners GP, Inc.
700 Universe Boulevard
Juno Beach, FL 33408
Attn: General Counsel
Facsimile: (561) 691-7702
Email: Charles.Sieving@nexteraenergy.com

If to NEE Operating LP:

NextEra Energy Operating Partners, LP
c/o NextEra Energy Operating Partners GP, LLC
700 Universe Boulevard
Juno Beach, FL 33408
Attn: Secretary
Facsimile: (561) 691-7702
Email: Melissa.Plotsky@nexteraenergy.com

with a copy to:

NextEra Energy Operating Partners, LP
c/o NextEra Energy Operating Partners GP, LLC
700 Universe Boulevard
Juno Beach, FL 33408
Attn: General Counsel
Facsimile: (561) 691-7702
Email: Mitch.Ross@nexteraenergy.com

If to NEER:

NextEra Energy Resources, LLC
700 Universe Boulevard
Juno Beach, FL 33408
Attn: General Counsel
Facsimile: (561) 691-7702
Email: Mitch.Ross@nexteraenergy.com

(b) Receipt of Notices . All Notices sent by any Party under this Agreement shall be deemed to have been received by the Party to whom such Notice is sent upon (i) delivery to the address or facsimile number of the recipient Party, provided that such delivery is made prior to 5:00 p.m. (local time for the recipient Party) on a Business Day, otherwise the following Business Day, or (ii) the attempted delivery of such Notice if (A) such recipient Party refuses delivery of such Notice, or (B) such recipient Party is no longer at such address or facsimile number, and such recipient Party failed to provide the sending Party with its current address or facsimile number pursuant to this Section 5.1 ).

(c) Change of Address . The Parties and their respective counsel shall have the right to change their respective address and/or facsimile number for the purposes of this Section 5.1 by providing a Notice of such change in address and/or facsimile as required under this Section 5.1 .

Section 5.2 Time is of the Essence. Time is of the essence of this Agreement; provided , however , that notwithstanding anything to the contrary in this Agreement, if the time period for the performance of any covenant or obligation, satisfaction of any condition or delivery of any notice or item required under this Agreement shall expire on a day other than a Business Day, such time period shall be extended automatically to the next Business Day.

Section 5.3 Assignment. No Party shall assign this Agreement or any interest therein to any Person, without the prior written consent of the other Parties (which consent may be withheld in a Party's sole discretion). Notwithstanding the foregoing, nothing contained in this Agreement shall preclude (i) any pledge, hypothecation or other transfer or assignment of a Party's rights, title and interest under this Agreement, including any amounts payable to such Party under this Agreement, to a bona fide Financing Party as security for debt financing to such Party or one of its Affiliates, or (ii) the assignment of such rights, title and interest under this Agreement upon exercise of remedies by a Financing Party following a default by such Party or one of its Affiliates under the financing agreements entered into with the Financing Parties.

Section 5.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (which include NEE Operating LP's Subsidiaries).

Section 5.5 Third Party Beneficiaries. This Agreement shall not confer any rights or remedies on any Person other than (i) the Parties and their respective successors and permitted assigns (including NEE Operating LP's Subsidiaries), and (ii) the NEER Indemnitees to the extent such NEER Indemnitees are expressly granted certain rights of indemnification in this Agreement.

Section 5.6 Other Activities. No Party hereto shall be prohibited from engaging in or holding an interest in any other business ventures of any kind or description, or any responsibility to account to the other for the income or profits of any such enterprises or have this Agreement be deemed to constitute any agreement not to compete. This Agreement shall not be deemed to create a partnership, joint venture, association or any other similar relationship between the Parties.

Section 5.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES REGARDING CONFLICT OF LAWS.

Section 5.8 Severability. If any term or provision of this Agreement is held to be or rendered invalid or unenforceable at any time in any jurisdiction, such term or provision shall not affect the validity or enforceability of any other terms or provisions of this Agreement, or the validity or enforceability of such affected terms or provisions at any other time or in any other jurisdiction.

Section 5.9 JURISDICTION; VENUE. ANY LITIGATION OR OTHER COURT PROCEEDING WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL BE CONDUCTED IN THE COURTS OF RECORD IN THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND THE PARTIES HEREBY SUBMIT TO JURISDICTION AND CONSENT TO VENUE IN SUCH COURTS

Section 5.10 WAIVER OF TRIAL BY JURY. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY LITIGATION OR OTHER COURT PROCEEDING BY EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT

Section 5.11 Prevailing Party. If any litigation or other court action, arbitration or similar adjudicatory proceeding is sought, taken, instituted or brought by any Party to enforce its rights under this Agreement, all fees, costs and expenses, including, without limitation, reasonable attorney fees and court costs, of the prevailing Party in such action, suit or proceeding shall be borne by the Party against whose interest the judgment or decision is rendered

Section 5.12 Recitals, Exhibits and Schedules. The recitals to this Agreement, and all exhibits and schedules referred to in this Agreement are incorporated herein by such reference and made a part of this Agreement. Any matter disclosed in any schedule to this Agreement shall be deemed to be incorporated in all other schedules to this Agreement.

Section 5.13 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the Parties hereto, and shall supersede any other agreements and understandings (written or oral) between or among any of the Parties on or prior to the date of this Agreement with respect to the matters contemplated in this Agreement.

Section 5.14 Amendments to Agreement. No amendment, supplement or other modification to any terms of this Agreement shall be valid unless in writing and executed and delivered by each of the Parties hereto; provided , however , that NEE Partners may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the board of directors of NEE Partners, would be adverse in any material respect to the holders of its common units representing limited partner interests.

Section 5.15 Facsimile; Counterparts. Any Party may deliver executed signature pages to this Agreement by facsimile transmission to the other Parties, which facsimile copy shall be deemed to be an original executed signature page; provided , however , that such Party shall deliver an original signature page to the other Parties promptly thereafter. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties had signed the same signature page.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered in their names by their respective duly authorized officers or representatives.



NEE Partners:

NextEra Energy Partners, LP
By:	NextEra Energy Partners GP, Inc., its General
	Partner

By:	MARK E. HICKSON
	Mark E. Hickson
	Executive Vice President, Strategy and
	Corporate Development



NEE Operating LP :

NextEra Energy Operating Partners, LP
By:	NextEra Energy Operating Partners, LLC, its
	General Partner

By:	MARK E. HICKSON
	Mark E. Hickson
	Vice President



NEER:

NextEra Energy Resources, LLC

By:	MARK E. HICKSON
	Mark E. Hickson
	Vice President, Strategy and Corporate
	Development

SCHEDULE I

NEER ROFO ASSETS

Exhibit 10.5

NEXTERA ENERGY OPERATING PARTNERS, LP

and

NEXTERA ENERGY RESOURCES, LLC

AMENDED AND RESTATED
CASH SWEEP AND CREDIT SUPPORT AGREEMENT

TABLE OF CONTENTS



Article 1	INTERPRETATION	1
1.1	Definitions	1
1.2	Headings and Table of Contents	4
1.3	Interpretation	4
Article 2	CREDIT SUPPORT	5
2.1	Provision of Credit Support	5
2.2	Reimbursement Obligation	7
2.3	Limitation on Credit Support by Canadian Entities	9
2.4	Limitation on Amendments to NEP Documents	9
Article 3	CASH SWEEP	9
3.1	Cash Sweep	9
3.2	Earnings and Interest	10
3.3	New Debt Financings	11
Article 4	FEES AND EXPENSES	11
4.1	Credit Support Fee	11
4.2	Computation and Payment of Credit Support Amounts	11
4.3	Expenses	11
4.4	Computation and Payment of Expenses	12
Article 5	REPRESENTATIONS AND WARRANTIES OF NEER AND NEE OPERATING LP	12
5.1	Representations and Warranties of NEER	12
5.2	Representations and Warranties of NEE Operating LP	13
Article 6	LIABILITY AND INDEMNIFICATION	14
6.1	Indemnity	14
6.2	Limitation of Liability	15
Article 7	TERM AND TERMINATION	15
7.1	Term	15
7.2	Termination by NEE Operating LP	16
7.3	Termination by the Manager	16
7.4	Survival upon Termination	17
7.5	Action upon Termination	17
7.6	Release of Money or Other Property upon Written Request	18
Article 8	GENERAL PROVISIONS	18
8.1	Amendment	18
8.2	Waiver	18
8.3	Assignment	19
8.4	Failure to Pay When Due	19
8.5	Invalidity of Provisions	20
8.6	Entire Agreement	20
8.7	Mutual Waiver of Jury Trial	20
8.8	Consent to Jurisdiction and Service of Process	20
8.9	Governing Law	21
8.10	Enurement	21
8.11	Notices	21



8.12	Further Assurances	22
8.13	Counterparts	22

AMENDED AND RESTATED
CASH SWEEP AND CREDIT SUPPORT AGREEMENT

THIS AMENDED AND RESTATED CASH SWEEP AND CREDIT SUPPORT AGREEMENT (this “ Agreement ”) is made as of August 4, 2017, by and between NextEra Energy Operating Partners, LP, a Delaware limited partnership (“ NEE Operating LP ”), and NextEra Energy Resources, LLC, a Delaware limited liability company (“ NEER ”).

RECITALS:

A. NEER has provided Credit Support (as defined below) for or on behalf of NEE Operating LP and its Subsidiaries (as defined in the Management Services Agreement (as defined below)).

B. NEE Operating LP and NEER entered into the Cash Sweep and Credit Support Agreement, dated as of July 1, 2014 (the “ Original Agreement ”), in order for (1) NEER to continue to provide or arrange for the provision of credit support described in this Agreement for and on behalf of NEE Operating LP and its Subsidiaries, subject to the terms and conditions contained in the Original Agreement, and NEER to provide or arrange for the provision of such credit support; and (2) NEER to access or borrow, or to allow for other members of the Manager Group (as defined in the Management Services Agreement) to access or borrow, funds held by NEE Operating LP and its Subsidiaries, subject to the terms and conditions of this Agreement (including the obligation of NEER to repay such funds), and NEE Operating LP to allow NEER and other members of the Manager Group to access or borrow such funds, subject to the terms and conditions contained in the Original Agreement.

D. NEE Operating LP and NEER desire to amend and restate the Original Agreement in order to reflect changes to the NEE Partners’ governance structure.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree that the Original Agreement is, as of and at the date first written above, amended and restated in its entirety to read as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Management Services Agreement. In this Agreement, the following terms will have the following meanings:

1.1.1 “ Acceptance Notice ” has the meaning assigned thereto in Section 2.1.3 .

1.1.2 “ Agreement ” has the meaning assigned thereto in the Preamble, and “herein,” “hereof,” “hereby,” “hereunder” and similar expressions refer to this Agreement and include every

instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof;

1.1.3 “ Cash Grant Recapture Credit Support ” means (a) that certain Cash Grant Recapture Liability Agreement, dated as of August 26, 2011 (as amended, restated, modified, supplemented or replaced from time to time), by and among NEECH, Deutsche Bank Trust Company Americas, as Master Administrative Agent, and U.S. Bank National Association, as Collateral Agent, in respect of the Genesis solar project, (b) that certain Cash Grant Recapture Liability Agreement, dated as of June 6, 2013, between NEECH and U.S. Bank National Association, as collateral agent, in respect of the Tuscola Bay wind farm, (c) that certain Cash Grant Recapture Liability Agreement between NEECH and U.S. Bank National Association, as collateral agent, in respect of the Perrin Ranch wind farm, and (d) any other indemnity provided by a member of the Manager Group for recapture liability for any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, P.L. 111-5, as amended, in respect of any property owned by a member of the NEP Group;

1.1.4 “ Cash Sweep Withdrawals ” has the meaning assigned thereto in Section 3.1.2 hereof;

1.1.5 “ Claims ” has the meaning assigned thereto in Section 6.1.1 hereof;

1.1.6 “ Conflicts Committee ” means the conflicts committee of the board of directors of NEE Partners;

1.1.7 “ Contract ” means any binding written agreement, contract, license, lease, commitment, arrangement, understanding or other instrument, including any invoice, sales order or purchase order;

1.1.8 “ Credit Support ” means letters of credit, guaranties, surety bonds, indemnities and other support, other than cash collateral;

1.1.9 “ Credit Support Change ” has the meaning assigned thereto in Section 2.1.2 hereof;

1.1.10 “ Credit Support Change Notice ” has the meaning assigned thereto in Section 2.1.2 hereof;

1.1.11 “ Credit Support Fee ” means, for any Quarter, a reasonable fee for the provision of Net Credit Support during such Quarter in an amount determined in good faith by NEER in its sole discretion but that shall not exceed the product of (a) the borrowing costs paid by the members of the Manager Group to provide Net Credit Support in the form of letters of credit during such Quarter under their credit facilities, expressed as a percentage of the face amount of such letters of credit, multiplied by (b) the aggregate amount of Net Credit Support outstanding during such Quarter, in each case (i) as calculated by NEER in its sole discretion (whose calculation shall be conclusive absent manifest error) based on the weighted average amount of Net Credit Support outstanding during such Quarter, and (ii) subject to any changes to the Credit Support Fee for Net Credit Support that satisfies New Credit Support Obligations as agreed by NEER and NEE

Operating LP in accordance with Section 2.1.3 . For illustrative purposes only, for the Quarter ended June 30, 2014, the percentage described in clause (a) of this definition is thirty-nine hundredths of one percent (0.39%), which percentage, for the avoidance of doubt, shall be adjusted in accordance with changes to the borrowing costs described in clause (a) ;

1.1.12 “ Credit Support Obligations ” means the obligations of any member of the NEP Group pursuant to any NEP Group Document, to provide Credit Support to any Person from time to time;

1.1.13 “ Excess Genesis Debt Service Reserve ” means the excess of US$31,360,000 above the debt-service reserve that Genesis Solar Funding, LLC will be required to maintain immediately following July 30, 2017 under the terms of its third-party debt financing;

1.1.14 “ Excluded Credit Support ” means (a) Cash Grant Recapture Credit Support, (b) any NEER-Provided Credit Support posted prior to, on or after the date hereof to cover any obligations of any member of the NEP Group with respect to reserve accounts that are required to be maintained under the terms of third-party debt financings, and (c) any NEER-Provided Credit Support posted prior to, on or after the date hereof in order to allow NEER or any member of the Manager Group to make a Cash Sweep Withdrawal;

1.1.15 “ Excluded Draw ” means any draw on (a) that certain Guarantee Agreement, dated as of August 26, 2011 (as amended, replaced, modified or supplemented from time to time), by and among NextEra Energy Capital Holdings, Inc., Genesis Solar Holdings, LLC, and U.S. Bank National Association, as Collateral Agent, to the extent of Genesis Solar Holdings, LLC’s failure to pay any “1603 Grant Shortfall Amount” under and as defined in that certain Construction Completion Agreement, dated as of August 26, 2011, by and among Genesis Solar Holdings, LLC, Genesis Solar, LLC, U.S. Bank National Association, as Collateral Agent, and Deutsche Bank Trust Company Americas, as Master Administrative Agent, or (b) any Excluded Credit Support;

1.1.16 “ Existing Credit Support ” means all NEER-Provided Credit Support outstanding as of the date hereof, as amended, replaced, modified or supplemented pursuant to Section 2.1.1 ;

1.1.17 “ Existing Credit Support Obligations ” has the meaning assigned thereto in Section 2.1.1 hereof;

1.1.18 “ Expense Statement ” has the meaning assigned thereto in Section 4.4 hereof;

1.1.19 “ Liabilities ” has the meaning assigned thereto in Section 6.1.1 hereof;

1.1.20 “ Management Services Agreement ” means that certain Second Amended and Restated Management Services Agreement, dated as of August 4, 2017, by and among NEE Partners, NEE Operating LP, NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, and NextEra Energy Management Partners, LP, a Delaware limited partnership;

1.1.21 “ NEECH ” means NextEra Energy Capital Holdings, Inc.;

1.1.22 “ NEER Indemnified Parties ” has the meaning assigned thereto in Section 6.1.1 hereof;

1.1.23 “ NEER-Provided Credit Support ” means any Credit Support provided by NEER or a member of the Manager Group for or on behalf of any member of the NEP Group from time to time;

1.1.24 “ NEE Partners ” means NextEra Energy Partners, LP, a Delaware limited partnership;

1.1.25 “ NEP Group Document ” means any Contract that is binding on a member of the NEP Group or on its assets or any Law or Permit applicable to or binding on a member of the NEP Group or its assets from time to time.

1.1.26 “ Net Credit Support ” means NEER-Provided Credit Support other than Excluded Credit Support;

1.1.27 “ New Credit Support Obligations ” has the meaning assigned thereto in Section 2.1.3 hereof;

1.1.28 “ Original Agreement ” has the meaning assigned thereto in the Recitals.

1.1.29 “ Reimbursement Amount ” has the meaning assigned thereto in Section 2.2.1 hereof;

1.1.30 “ Reimbursement Date ” has the meaning assigned thereto in Section 2.2.1 hereof;

1.1.31 “ Reserved Cash ” has the meaning assigned thereto in Section 2.2.1 ;

1.1.32 “ Support Expenses ” has the meaning assigned thereto in Section 4.3 hereof; and

1.1.33 “ Third Party Claim ” has the meaning assigned thereto in Section 6.1.2 hereof.

1.2 Headings and Table of Contents

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

1.3 Interpretation

In this Agreement, unless the context otherwise requires:

1.3.1 words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;

1.3.2 the words “include”, “includes”, “including”, or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other

items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

1.3.3 references to any Person include such Person’s successors and permitted assigns;

1.3.4 any reference to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;

1.3.5 any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified;

1.3.6 in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day;

1.3.7 except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency;

1.3.8 the words “herein,” “hereof,” “hereby” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety, not to any particular article or section hereof and not to any particular provision hereof, except where the context otherwise requires; and

1.3.9 all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise indicated.

ARTICLE 2

CREDIT SUPPORT

2.1 Provision of Credit Support

2.1.1 NEER agrees, and agrees to cause the other members of the Manager Group, to maintain the Existing Credit Support and, to the extent that any of the Credit Support Obligations in effect as of the date hereof (the “ Existing Credit Support Obligations ”) require the amendment, replacement, modification or supplementation of any Existing Credit Support, to amend, replace, modify or supplement such Existing Credit Support, or cause such Existing Credit Support to be amended, replaced, modified or supplemented, in accordance with the terms of such Existing Credit Support Obligations.

2.1.2 Subject to Section 2.1.5 , if (x)(i) any NEP Group Document is amended, restated, modified or supplemented in a manner that modifies the Credit Support Obligations thereunder or (ii) any Person (A) becomes a member of the NEP Group after the date hereof and is or becomes subject to Credit Support Obligations or (B) enters a NEP Group Document after the date hereof that contains Credit Support Obligations and (y) in connection therewith, the applicable members of the NEP Group wish to request any increase, expansion or other alteration whatsoever to any existing NEER-Provided Credit Support or request any new NEER-Provided Credit Support (any such event, a “ Credit Support Change ”), then NEE Operating LP shall provide NEER with prompt written notice (the “ Credit Support Change Notice ”) that attaches the terms of the applicable Credit Support Obligations, describes such Credit Support Change and describes the requested changes to any existing, or the requested new, NEER-Provided Credit Support, including to the extent applicable (a) the date on which such requested change to or new NEER-Provided Credit Support is required or needed, (b) the amount of any decrease or increase in the Credit Support Obligations as a result of such Credit Support Change, (c) the expiration date of the Credit Support Obligations related to such Credit Support Change, (d) the beneficiary of the Credit Support Obligations related to such Credit Support Change, (e) the form of Credit Support required by the Credit Support Obligations related to such Credit Support Change (or requested by the beneficiary thereof) and (f) any other material terms of the Credit Support Obligations or the requested change to or new NEER-Provided Credit Support related to such Credit Support Change not set forth in clauses (a) through (e) above.

2.1.3 Within five (5) Business Days after NEER receives a Credit Support Change Notice, NEER shall deliver written notice to NEE Operating LP stating whether or not NEER is willing to provide or cause to be provided Credit Support that satisfies such Credit Support Change. If NEER delivers written notice that it is not willing to provide or cause to be provided Credit Support that satisfies such Credit Support Change, then NEE Operating LP may request that NEER negotiate in good faith for thirty (30) days regarding the provision of such Credit Support. If during such thirty (30) day period NEER agrees to provide, or causes to be provided, Credit Support that satisfies such Credit Support Change and NEER and NEE Operating LP agree to the terms on which such Credit Support will be provided, NEER shall deliver written notice (an “ Acceptance Notice ”) that it is willing to provide or cause to be provided such Credit Support, stating the terms pursuant to which it will provide or cause to be provided such Credit Support. If NEER delivers written notice (either within five (5) Business Days after receipt of the Credit Support Change Notice or before the expiration of the 30-day good faith negotiation period) that it is willing to provide, or cause to be provided, Credit Support that satisfies such Credit Support Change, (a) NEER shall provide or cause to be provided, and shall maintain or cause to be maintained, such Credit Support on the terms set forth in or attached to the Credit Support Change Notice or the related Acceptance Notice (the “ New Credit Support Obligations ”), and (b) to the extent that any of the New Credit Support Obligations requires the amendment, replacement, modification or supplementation of any of the Credit Support, to amend, replace, modify or supplement such Credit Support, or cause such Credit Support to be amended, replaced, modified or supplemented, accordingly. For the avoidance of doubt, NEER shall not have any obligation under this Agreement to provide, amend, restate, modify or supplement any Credit Support in order to satisfy a Credit Support Change.

2.1.4 Subject to Section 2.1.5 , if NEER provides written notice to NEE Operating LP requesting that NEE Operating LP replace some or all of NEER-Provided Credit Support, NEE Operating LP shall, and shall cause the applicable members of the NEP Group to, use commercially reasonable efforts to arrange for such replacement and simultaneous cancellation or return, as appropriate, of such NEER-Provided Credit Support. If all of the Net Credit Support is replaced, then NEER shall cease to have any obligations under this Section 2.1 , other than in respect of any outstanding NEER-Provided Credit Support that is required solely as a condition to making Cash Sweep Withdrawals that have not been repaid to the applicable members of the NEP Group or, for NEER-Provided Credit Support that is not required as a condition to making Cash Sweep Withdrawals, in respect of which any and all draws would constitute Excluded Draws.

2.1.5 Notwithstanding anything in this Agreement to the contrary, if any Credit Support Obligations require any member of the NEP Group to provide Credit Support to any Person in connection with a Cash Sweep Withdrawal, NEER shall provide, or shall cause to be provided, such Credit Support to such Person in accordance with the terms of such Credit Support Obligations, without (for the avoidance of doubt) any obligation of any member of the NEP Group to reimburse draws on or costs of, or to pay any fees or expenses for, such Credit Support.

2.1.6 Notwithstanding anything in this Agreement to the contrary, any member of the NEP Group may, at any time and without the consent of NEER or any other member of the Manager Group, replace any NEER-Provided Credit Support; provided , that any such replacement simultaneously cancels or returns, as appropriate, such NEER-Provided Credit Support.

2.2 Reimbursement Obligation

2.2.1 Upon any draw made on any Net Credit Support other than an Excluded Draw, or upon any posting by NEER or a member of the Manager Group of cash collateral for or on behalf of any member of the NEP Group other than in replacement of or substitution for Excluded Credit Support, NEER shall provide written notice to NEE Operating LP of such draw or such posting and the amount thereof, and NEE Operating LP shall, and shall cause other members of the NEP Group (to the extent within their power and, in the case of Net Credit Support or cash collateral provided for or on behalf of a member of the NEP Group organized under the laws of Canada or any Province thereof, only to the extent such other members of the NEP Group are organized under the laws of Canada or any Province thereof) to, reimburse NEER for the amount of any such draw or posted cash collateral (the “ Reimbursement Amount ”) by the fifth (5 ^th ) Business Day after receiving such notice (the “ Reimbursement Date ”); provided , that to the extent an Excluded Draw is, or a draw made prior to the date hereof that would have been an Excluded Draw had this Agreement been in effect at such time was, caused by the failure of a member of the NEP Group to receive certain revenues or funds that are later received by such member and such member is not required to use such revenues or funds to make payments in respect of indebtedness incurred prior to the date hereof, NEE Operating LP shall, and shall cause other members of the NEP Group (to the extent within their power and, in the case of NEER-Provided Credit Support provided for or on behalf of a member of the NEP Group organized under the laws of Canada or any Province

thereof, only to the extent such other members of the NEP Group are organized under the laws of Canada or any Province thereof), to reimburse NEER the amount of such revenues and funds (which shall be deemed to be a Reimbursement Amount) by the fifth (5 ^th ) Business Day after the later of such member’s receipt thereof and the earliest date on which such member determines in its reasonable discretion that it is not required to use such revenues or funds to make payments in respect of indebtedness incurred prior to the date hereof (which shall be deemed to be a Reimbursement Date). To the extent NEER is not reimbursed in the Reimbursement Amount by the applicable Reimbursement Date, then in addition to any rights and remedies NEER may have under this Agreement, at law or in equity, interest shall accrue on the unpaid Reimbursement Amount at the Interest Rate until such Reimbursement Amount and the interest accrued thereon are paid in full. In addition, notwithstanding anything to the contrary in this Agreement, if NEER or any other member of the Manager Group posts cash collateral for or on behalf of any member of the NEP Group in replacement of or substitution for Excluded Credit Support described in clause (b) of the definition thereof (the “ Reserved Cash ”), then NEE Operating LP shall, and shall cause the applicable members of the NEP Group (in the case of cash collateral provided for or on behalf of a member of the NEP Group organized under the laws of Canada or any Province thereof, only to the extent such applicable members of the NEP Group are organized under the laws of Canada or any Province thereof) to, return such cash collateral to NEER or the applicable member of the Manager Group (a) in the case of Reserved Cash used to fund the Excess Genesis Debt Service Reserve, immediately upon its release from Genesis Solar Funding, LLC’s debt service reserve account and distribution to NEE Operating LP on or after July 30, 2017 and (b) in the case of any Reserved Cash, immediately upon its release from the applicable reserve account and distribution to NEE Operating LP (i) on or after the repayment in full of the applicable third-party debt financing that required the maintenance of reserve accounts funded by such Reserved Cash, (ii) following a twenty-five percent (25%) or greater reduction in the funds required to be maintained in such reserve account pursuant to the terms of the applicable third-party debt financing or (iii) following the provision of Excluded Credit Support (described in clause (b) of the definition thereof) in replacement of or substitution for such Reserved Cash.

2.2.2 NEE Operating LP’s reimbursement obligation, as provided in Section 2.2.1 , shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (a) any lack of validity or enforceability of this Agreement or NEER-Provided Credit Support, or any term or provision herein; (b) any draft or other document presented under any NEER-Provided Credit Support being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (c) payment by any member of the Manager Group or any issuer of NEER-Provided Credit Support under NEER-Provided Credit Support against presentation of a draft or other document that fails to comply with the terms of such NEER-Provided Credit Support; (d) any material adverse change in the condition (financial or otherwise), results of operations, assets, liabilities (contingent or otherwise), business or prospects of any member of the NEP Group; or (e) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, including those that, but for the provisions of this Section 2.2.2 , might constitute a legal or equitable discharge of, or provide a right of setoff against,

the obligations of NEE Operating LP hereunder. None of NEER or any member of the Manager Group shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Net Credit Support, Reserved Cash or Reimbursement Amount (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Net Credit Support (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any member of the Manager Group in respect of Net Credit Support.

2.3 Limitation on Credit Support by Canadian Entities

Notwithstanding anything in this Agreement to the contrary, no member of the Manager Group that is organized under the laws of Canada or any Province thereof will provide Credit Support to NEE Operating LP or any Subsidiary of NEE Operating LP that is organized under the laws of the United States or any State thereof.

2.4 Limitation on Amendments to NEP Documents

Notwithstanding anything in this Agreement to the contrary, NEE Operating LP shall, and shall cause each member of the NEP Group to, ensure that each NEP Group Document is not amended, restated, modified, supplemented or waived in any manner that would expand, increase, extend or otherwise alter in any respect the obligations set forth in, guaranteed or covered by, or in respect of which recourse is available under, any NEER-Provided Credit Support, unless NEE Operating LP first obtains an Acceptance Notice pursuant to Section 2.1 or the prior written consent of NEER.

ARTICLE 3

CASH SWEEP

3.1 Cash Sweep

3.1.1 US Cash . Subject to Section 2.1.5 , whenever NEE Operating LP or any Subsidiary of NEE Operating LP organized under the laws of the United States or any State thereof receives or otherwise holds cash (other than Reserved Cash), then to the extent and for so long as permitted by the Contracts for any third-party debt financing to which NEE Operating LP or such Subsidiary is subject, NEER or any other member of the Manager Group organized under the laws of the United States or any State thereof shall be entitled to borrow and hold such cash for its own account and to retain any earnings thereon received by NEER or such other member of the Manager Group, provided that NEER shall, and shall cause the applicable members of the Manager Group to, repay all of such borrowed cash (excluding any such earnings) in time for NEE Operating LP to make distributions to the holders of its common units representing limited partner interests or for such Subsidiary to distribute such cash to its parent company on the earliest date permitted by the terms of any applicable third-party debt financing, as otherwise may be demanded by NEE Operating LP from time to time, or as otherwise required to comply with the Partnership Agreement.

3.1.2 Canadian Cash . Subject to Section 2.1.5 , whenever any Subsidiary of NEE Operating LP that is organized under the laws of Canada or any Province thereof receives or otherwise holds cash (other than Reserved Cash), or whenever NEE Operating LP receives or otherwise holds Canadian dollars, then to the extent and for so long as permitted by the Contracts for any third-party debt financing to which NEE Operating LP or such Subsidiary is subject, a member of the Manager Group organized under the laws of Canada or any Province thereof shall be entitled to borrow and hold such cash for its own account (together with any borrowings made pursuant to Section 3.1.1 , “ Cash Sweep Withdrawals ”) and to retain any earnings thereon received by such member of the Manager Group organized under the laws of Canada or any Province thereof, provided that NEER shall cause such member of the Manager Group to repay all of such borrowed cash (excluding any such earnings) in time for NEE Operating LP to make distributions to the holders of its common units representing limited partner interests or for such Subsidiary to distribute such cash to its parent company on the earliest date permitted by the terms of any applicable third-party debt financing, as otherwise may be demanded by NEE Operating LP from time to time, or as otherwise required to comply with the Partnership Agreement.

3.1.3 Termination of Cash Withdrawal Rights . If all of the Net Credit Support is replaced, then (a) NEER shall, and shall cause the applicable members of the Manager Group to, repay promptly to the applicable members of the NEP Group all Cash Sweep Withdrawals that have not previously been repaid, (b) no member of the Manager Group shall have any rights under this Article 3 to make any Cash Sweep Withdrawals and (c) NEE Operating LP shall, or shall cause the other members of the NEP Group to, arrange for the simultaneous cancellation or return of, as appropriate, any NEER-Provided Credit Support required for Cash Sweep Withdrawals to the extent of, and immediately following, the repayment of such Cash Sweep Withdrawals.

3.2 Earnings and Interest

In consideration of NEER’s obligations under Article 2 , (a) if any member of the Manager Group realizes any earnings on any of the cash funds held by it for its own account pursuant to Section 3.1 , it will be permitted to retain those earnings, and (b) no member of the NEP Group shall be entitled to receive any interest or other fees for the Cash Sweep Withdrawals. NEE Operating LP hereby waives, on its behalf and on behalf of the other members of the Manager Group, any duty (fiduciary or otherwise) that any member of the Manager Group may have to hold earnings on the Cash Sweep Withdrawals in trust for, or to return such earnings to, any member of the NEP Group.

3.3 New Debt Financings4.2 Computation and Payment of Credit Support Amounts

NEER will compute the Credit Support Fee for each Quarter as soon as practicable following the end of the Quarter with respect to which such payment is due, but in any event no later than the thirtieth (30 ^th ) day of the immediately succeeding Quarter. A copy of the computations made will thereafter, for informational purposes only, promptly be delivered to NEE Operating LP. As soon as practicable following delivery of the computation of the Credit Support Fee for any Quarter, but in no event later than the fifteenth (15 ^th ) day following receipt of such computation, NEE Operating LP shall remit the corresponding payment for the corresponding Quarter to NEER.

Prior to the entry by any member of the NEP Group (other than NEE Partners) into any new debt financing, NEE Operating LP shall, and shall cause other members of the NEP Group to, use reasonable efforts to negotiate terms and conditions for any such debt financing that allow NEER to make Cash Sweep Withdrawals on terms and conditions that are no less favorable than those of debt financings to which members of the NEP Group are subject as of the date hereof.

ARTICLE 4

FEES AND EXPENSES

4.1 Credit Support Fee

4.1.1 Credit Support Fee . NEE Operating LP, on behalf of the NEP Group, hereby agrees to pay, during the term of this Agreement, the Credit Support Fee. The Credit Support Fee shall be paid quarterly in arrears.

4.1.2 No Reduction in Fees . The Credit Support Fee will not be reduced by the amount of (a) any fees for Operational and Other Services that are paid or payable by any member of the NEP Group to any member of the Manager Group; (b) any Expenses or any Support Expenses; (c) any Transaction Fees; or (d) any Reimbursement Amount or return of Reserved Cash.

4.2 Computation and Payment of Credit Support Amounts

4.3 Expenses

NEE Operating LP, on behalf of the NEP Group, shall reimburse NEER for all out-of-pocket fees, costs and expenses, including those of any third party (collectively, “ Support Expenses ”), incurred by NEER or any member of the Manager Group in connection with the provision of Net Credit Support (other than in respect of draws that would constitute Excluded Draws), provided that, if any Support Expenses arise that are shared with NEER or any member of the Manager Group, NEER shall in good faith determine the portion of Support Expenses allocable to members of the Manager Group.

4.4 Computation and Payment of Expenses

Within thirty (30) days following the end of each calendar month, NEER shall, or shall cause the other Service Providers to, prepare statements (each, an “ Expense Statement ”) documenting the Support Expenses to be reimbursed pursuant to this Article 4 for such month and shall deliver such statements to NEE Operating LP. All Support Expenses reimbursable pursuant to this Article 4 shall be reimbursed by NEE Operating LP no later than the date that is fifteen (15) days after receipt of an Expense Statement. The provisions of this Section 4.4 shall survive the termination of this Agreement.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES
OF NEER AND NEE OPERATING LP

5.1 Representations and Warranties of NEER

NEER hereby represents and warrants to NEE Operating LP that:

5.1.1 it is validly organized and existing under the laws of the State of Delaware;

5.1.2 it or another member of the Manager Group, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform NEE Operating LP promptly upon knowledge of, any reason why such Permits might be cancelled;

5.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder;

5.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

5.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on NEER’s ability to perform its obligations under this Agreement;

5.1.6 no authorization, consent or approval of, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and

5.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (b) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

5.2 Representations and Warranties of NEE Operating LP

NEE Operating LP hereby represents and warrants to NEER that:

5.2.1 it (and, if applicable, its managing member or general partner) is validly organized and existing under the Laws governing its formation and organization;

5.2.2 it, or another member of the NEP Group, holds such Permits necessary to own and operate the projects and entities that it directly or indirectly owns or operates from time to time and is not aware of any reason why such Permits might be cancelled;

5.2.3 it (or, as applicable, its managing member or general partner on its behalf) has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder;

5.2.4 it (or, as applicable, its managing member or general partner) has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

5.2.5 the execution and delivery of this Agreement by it (or, as applicable, its managing member or general partner on its behalf) and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments (or, if applicable, the Governing Instruments of its managing member or general partner), or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which any of its properties or assets may be bound, except for any such contravention, breach or default that would not have a material adverse effect on the business, assets, financial condition or results of operations of the NEP Group as a whole;

5.2.6 no authorization, consent or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance by it (or, as applicable, its managing member or general partner on its behalf) of this Agreement; and

5.2.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (b) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the

availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

ARTICLE 6

LIABILITY AND INDEMNIFICATION

6.1 Indemnity

6.1.1 NEE Operating LP hereby agrees, to the fullest extent permitted by applicable Laws, to indemnify and hold harmless, and to cause each other member of the NEP Group to indemnify and hold harmless, NEER and each other member of the Manager Group and any directors, officers, agents, members, partners, stockholders and employees and other representatives of NEER and each other member of the Manager Group (each, a “ NEER Indemnified Party ”) from and against any claims, liabilities, losses, damages, costs or expenses (including legal fees) (“ Liabilities ”) incurred by them or threatened in connection with any and all actions, suits, investigations, proceedings or claims of any kind whatsoever, whether arising under statute or action of a Governmental Authority or otherwise or in connection with the business, investments and activities of NEER and the other members of the Manager Group or in respect of or arising from this Agreement or Net Credit Support (“ Claims ”), provided that no NEER Indemnified Party shall be so indemnified with respect to any Claim to the extent that such Claim is finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction, or pursuant to a settlement agreement agreed to by such NEER Indemnified Party, to have resulted from such NEER Indemnified Party’s bad faith, fraud, willful misconduct or recklessness or, in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful.

6.1.2 If any action, suit, investigation, proceeding or claim is made or brought by any third party with respect to which a member of the NEP Group is obligated to provide indemnification under this Agreement (a “ Third Party Claim ”), the NEER Indemnified Party will have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel, as well as the reasonable costs (excluding an amount reimbursed to such NEER Indemnified Party for the time spent in connection therewith) and out-of-pocket expenses incurred in connection therewith, shall be paid by or on behalf of NEE Operating LP as incurred, but shall be subject to recoupment by NEE Operating LP if ultimately it is not liable to pay indemnification hereunder.

6.1.3 NEER shall, or shall cause the applicable NEER Indemnified Party to, promptly after the receipt of notice of the commencement of any Third Party Claim, notify NEE Operating LP in writing of the commencement of such Third Party Claim ( provided that any unintentional failure to provide any such notice will not prejudice the right of any such NEER Indemnified Party hereunder) and, throughout the course of such Third Party Claim, such NEER Indemnified Party will use its reasonable best efforts to provide copies of all relevant documentation to NEE Operating LP, to keep NEE Operating LP apprised of the progress thereof and to discuss with NEE Operating LP all significant actions proposed.

6.1.4 The parties hereto expressly acknowledge and agree that the right to indemnity provided in this Section 6.1 shall be in addition to and not in derogation of any other liability which NEE Operating LP or any other member of the NEP Group in any particular case may have or of any other right to indemnity or contribution which any NEER Indemnified Party may have by statute or otherwise at law.

6.1.5 The indemnity provided in this Section 6.1 shall survive the completion of Services rendered under, or any termination or purported termination of, this Agreement.

6.2 Limitation of Liability

6.2.1 NEER does not assume any responsibility under this Agreement other than to provide the NEER-Provided Credit Support in good faith. For the avoidance of doubt, neither NEER nor any other member of the Manager Group shall have any liability, or be in breach of any obligations, hereunder as a result of any downgrade or negative watch in respect of any credit rating of NEER or any other member of the Manager Group.

6.2.2 No NEER Indemnified Party will be liable to NEE Operating LP or any other member of the NEP Group (including, for greater certainty, a director or officer thereof or another individual with similar function or capacity) or any security holder or partner of a member of the NEP Group for any Liabilities that may occur as a result of any acts or omissions by the NEER Indemnified Party pursuant to or in accordance with this Agreement, except to the extent that such Liabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to have resulted from the NEER Indemnified Party’s bad faith, fraud, willful misconduct or recklessness or, in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful.

6.2.3 Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of the NEER Indemnified Parties pursuant to this Agreement will be equal to the amounts of the Credit Support Fees paid in the most recent calendar year pursuant to Article 4 .

6.2.4 For the avoidance of doubt, the provisions of this Section 6.2 shall survive any termination or purported termination of this Agreement.

ARTICLE 7

TERM AND TERMINATION

7.1 Term

This Agreement shall continue in full force and effect until July 1, 2027 and shall be automatically renewed for each successive five (5) year period thereafter unless, no later than ninety (90) days prior to the date of any such renewal, NEE Operating LP or NEER provides written notice to the other that it does not wish for this Agreement to be renewed; provided , that this Agreement may be earlier terminated in accordance with Section 7.2 or Section 7.3 . Notwithstanding the foregoing or anything else in this

Agreement to the contrary, Article 6 (in respect of NEER) shall remain in full force and effect until the later of (a) the termination of this entire Agreement in accordance with Section 7.2 or Section 7.3 and (b) the dissolution of NEE Operating LP in accordance with the Partnership Agreement.

7.2 Termination by NEE Operating LP

7.2.1 NEE Operating LP may, subject to Section 7.2.2 , terminate this Agreement effective upon ninety (90) days’ prior written notice of termination to NEER without payment of any termination fee if:

7.2.1.1 NEER defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the NEP Group and such default continues for a period of ninety (90) days after written notice thereof is given to NEER specifying such default and requesting that the same be remedied in such ninety (90) day period;

7.2.1.2 NEER engages in any act of fraud, misappropriation of funds or embezzlement against any member of the NEP Group that results in material harm to the NEP Group;

7.2.1.3 NEER is reckless in the performance of its obligations under this Agreement, and such recklessness results in material harm to the NEP Group; or

7.2.1.4 NEER makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.

7.2.2 This Agreement may only be terminated pursuant to Section 7.2.1 above by NEE Operating LP with the prior written approval of the general partner of NEE Partners and the Conflicts Committee.

7.2.3 This Agreement may not be terminated by NEE Operating LP due solely to the poor performance or underperformance of any of its Subsidiaries or the Business.

7.3 Termination by the Manager

NEER may terminate this Agreement without payment of any termination fee, effective one hundred eighty (180) days after written notice of termination has been given to NEE Operating LP:

7.3.1 if NEE Operating LP defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to

any member of the Manager Group and such default continues for a period of ninety (90) days after written notice thereof specifying such default and requesting that the same be remedied in such ninety (90) day period;

7.3.2 if, with respect to any member of the NEP Group, such member makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency;

7.3.3 if neither NextEra Energy, Inc. nor any of its Affiliates Controls each of the general partners that Controls NEE Partners or NEE Operating LP; or

7.3.4 if neither NextEra Energy, Inc. nor any of its Affiliates Controls NEE Partners or NEE Operating LP.

7.4 Survival upon Termination

If this Agreement is terminated pursuant to this Article 7 , such termination will be without any further liability or obligation of any party hereto, except for any rights or obligations that accrued prior to such termination and except as provided in Article 6 and this Article 7 .

7.5 Action upon Termination

7.5.1 From and after the effective date of the termination of this Agreement, NEER shall not be entitled to receive the Credit Support Fee, but will be paid all compensation accruing to and including the date of termination, provided that NEER shall be entitled to receive the Credit Support Fee with respect to any NEER-Provided Credit Support that remains outstanding following such date of termination regardless of whether NEER would have been entitled to receive a Credit Support Fee for such NEER-Provided Credit Support had this Agreement remained in effect. If there is any draw made on any Net Credit Support following the effective date of the termination of this Agreement, NEE Operating LP shall, or shall cause other members of the NEP Group to, reimburse NEER for the amount of any such draw, as if such draw had occurred prior to the effective date of the termination of this Agreement and had been subject to Section 2.2 of this Agreement. Further, the obligations of NEE Operating LP under Section 2.2 of this Agreement to return, and to cause other members of the NEP Group to return, Reserved Cash shall survive and continue following the effective date of the termination of this Agreement.

7.5.2 Upon any termination of this Agreement, NEER shall forthwith:

7.5.2.1 after deducting any accrued compensation and reimbursements for any Support Expenses to which it is then entitled, repay all Cash Sweep Withdrawals (excluding earnings thereon) held by any member of the Management Group; and

7.5.2.1 deliver to NEE Operating LP a full accounting, including a statement showing all payments collected by it and a statement of all money held by it pursuant to this Agreement, covering the period following the date of the last accounting furnished to NEE Operating LP.

7.5.3 Upon any termination of this Agreement, NEE Operating LP shall, and shall cause the other members of the NEP Group to, obtain Credit Support (without any obligations with respect thereto by NEER or any member of the Manager Group) to replace, and to arrange for the simultaneous cancellation or return of, by the effective date of such termination, all of the outstanding NEER-Provided Credit Support. Until such time as all Net Credit Support is so replaced, the rights of NEER and the other members of the Manager Group to make Cash Sweep Withdrawals pursuant to Article 3 shall remain in full force and effect.

7.6 Release of Money or Other Property upon Written Request

Any money or other property of the NEP Group held by the Manager Group under this Agreement (other than under Article 3 hereof) shall be held by the relevant member of the Manager Group as custodian for such Person, and the records of the relevant member of the Manager Group shall be appropriately marked clearly to reflect the ownership of such money or other property by such Person. The relevant member of the Manager Group shall not be liable to any member of the NEP Group, its Governing Body or any other Person for any acts performed or omissions to act by any member of the NEP Group in connection with the money or other property released to such member in accordance with the second sentence of this Section 7.6 . Each member of the NEP Group shall indemnify and hold harmless the NEER Indemnified Parties from and against any and all Liabilities which arise in connection with the release of such money or other property to the NEP Group in accordance with the terms of this Section 7.6 . Indemnification pursuant to this provision shall be in addition to any right of such Persons to indemnification under Section 6.1 hereof. For the avoidance of doubt, the provisions of this Section 7.6 shall survive termination of this Agreement.

ARTICLE 8

GENERAL PROVISIONS

8.1 Amendment

Except as expressly provided in this Agreement, no amendment of, supplement to or waiver of this Agreement will be binding unless the prior approval of the general partner and the board of directors of NEE Partners is obtained, and the amendment, supplement or waiver is executed in writing by each party to be bound thereby; provided , however , that NEE Operating LP may not, without the prior approval of the Conflicts Committee, agree to any amendment of, supplement to or waiver of this Agreement that, in the determination of the board of directors of NEE Partners, would be adverse in any material respect to the holders of its common units representing limited partner interests.

8.2 Waiver

No waiver of any provision of this Agreement will constitute a waiver of any other provision, and no waiver of any provision of this Agreement will constitute a continuing waiver unless otherwise expressly provided. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.

8.3 Assignment

8.3.1 This Agreement shall not be assigned by NEER without the prior written consent of NEE Operating LP (which shall not be unreasonably withheld), except (a) in the case of assignment to a Person that is NEER’s successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as NEER is bound under this Agreement or (b) to an Affiliate of NEER or a Person that, in the reasonable and good faith determination of the board of directors of NEE Partners, is an experienced and reputable manager, in which case the Affiliate or assignee shall be bound under this Agreement and by the terms of the assignment in the same manner as NEER is bound under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall preclude (i) any pledge, hypothecation or other transfer or assignment of NEER’s rights, title and interest under this Agreement, including any amounts payable to NEER under this Agreement, to a bona fide Financing Party as security for debt financing to NEER or any other member of the Manager Group, or (ii) the assignment of such rights, title and interest under this Agreement upon exercise of remedies by a Financing Party following a default by NEER or any other member of the Manager Group under the financing agreements entered into with the Financing Parties.

8.3.2 This Agreement shall not be assigned by NEE Operating LP without the prior written consent of NEER, except in the case of assignment to a Person that is NEE Operating LP’s successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as NEE Operating LP is bound under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall preclude (a) any pledge, hypothecation or other transfer or assignment of NEE Operating LP’s rights, title and interest under this Agreement, including any amounts payable to NEE Operating LP or any other member of the NEP Group under this Agreement, to a bona fide Financing Party as security for debt financing to NEE Operating LP or any other member of the NEP Group, or (b) the assignment of such rights, title and interest under this Agreement upon exercise of remedies by a Financing Party following a default by NEE Operating LP or any other member of the NEP Group under the financing agreements entered into with the Financing Parties.

8.3.3 Any purported assignment of this Agreement in violation of this Article 8 shall be null and void.

8.4 Failure to Pay When Due

Any amount payable hereunder by NEE Operating LP to NEER or any other member of the Manager Group that is not remitted when so due will remain due (whether on demand or otherwise), and

interest will accrue on such overdue amounts (both before and after judgment) at a rate per annum equal to the Interest Rate.

8.5 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect. The parties will engage in good faith negotiations to replace any provision that is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision that it replaces.

8.6 Entire Agreement

This Agreement constitutes the entire agreement among the parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute), and there are no agreements in connection with such subject matter, except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made prior to, contemporaneously with, or after entering into, this Agreement by any party to this Agreement or its directors, officers, employees or agents, to any other party to this Agreement or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the parties to this Agreement has been induced to enter into this Agreement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

For the avoidance of doubt, nothing in this Agreement should be construed or interpreted as an amendment, modification or termination of, or conflict with, any of the Operating and Administrative Agreements. Each such agreement, and all its terms, including payments to be made thereunder, shall survive the entry into this Agreement and shall terminate in accordance with its terms.

8.7 Mutual Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

8.8 Consent to Jurisdiction and Service of Process . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER

PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH BELOW SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

8.9 Governing Law

The internal law of the State of New York will govern and be used to construe this Agreement without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

8.10 Enurement

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The members of the Manager Group (other than NEER) are intended third-party beneficiaries of this Agreement; provided , that no other Person is an intended third-party beneficiary of any of the provisions of this Agreement.

8.11 Notices

Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient or, if not sent during such hours, then on the next Business Day, (c) one (1) Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (d) three (3) Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the Persons and addresses specified below or to such other Person or address as the recipient party shall have specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by giving prior written notice of the change to the sending party as provided herein. Notices and other communications will be addressed as follows:

If to NEE Operating LP:

with a copy to:

If to NEER:

NextEra Energy Resources, LLC
700 Universe Boulevard
Juno Beach, FL 33408
Attn: General Counsel
Facsimile: (561) 691-7702
Email: Mitch.Ross@nexteraenergy.com

8.12 Further Assurances

Each of the parties hereto will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

8.13 Counterparts

This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.

[ Remainder of Page Left Intentionally Blank ]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.



NEXTERA ENERGY OPERATING
PARTNERS, LP

By:	NextEra Energy Operating Partners
	GP, LLC

By:	MARK E. HICKSON
	Mark E. Hickson
	Executive Vice President, Strategy and
	Corporate Development



NEXTERA ENERGY RESOURCES, LLC


By:	MARK E. HICKSON
	Mark E. Hickson
	Vice President, Strategy and Corporate
	Development

NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC
and

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC
(as Borrowers)

NEXTERA ENERGY OPERATING PARTNERS, LP
(as Guarantor)

_________________________________________________

AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

DATED AS OF OCTOBER 24, 2017

up to US$750,000,000
Five-Year Revolving Credit and Letter of Credit Facility

_________________________________________________

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BARCLAYS BANK PLC
BANK OF MONTREAL
CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE SECURITIES (USA) LLC
DEUTSCHE BANK SECURITIES INC.
GOLDMAN SACHS BANK USA
JPMORGAN CHASE BANK, N.A.
KEYBANK NATIONAL ASSOCIATION
MIZUHO BANK, LTD.
MORGAN STANLEY SENIOR FUNDING, INC.
MUFG UNION BANK, N.A.
SUMITOMO MITSUI BANKING CORPORATION
SUNTRUST ROBINSON HUMPHREY, INC.
THE BANK OF NOVA SCOTIA
UBS AG, STAMFORD BRANCH

and

WELLS FARGO SECURITIES, LLC
(as Joint Lead Arrangers and Joint Bookrunners)

FIFTH THIRD BANK
REGIONS BANK

and

ROYAL BANK OF CANADA
(as Syndication Agents)

BANK OF AMERICA, N.A.
(as Administrative Agent and Collateral Agent)

BANK OF AMERICA, N.A. (CANADA BRANCH)
(as Canadian Agent)

AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT



Table of Contents

Articles		Page
ARTICLE 1 DEFINITIONS AND RULES OF INTERPRETATION		9
Section 1.01	Definitions	9
Section 1.02	Rules of Interpretation	42
Section 1.03	Accounting Matters	43
Section 1.04	Exchange Rates; Dollar Equivalents	43
Section 1.05	Letter of Credit Amounts	43
ARTICLE 2 LOANS		44
Section 2.01	Commitments to Lend	44
Section 2.02	Notice and Manner of Borrowing	44
Section 2.03	Facility Fee	45
Section 2.04	Interest	46
Section 2.05	Computation of Interest and Fees	46
Section 2.06	Commitment Reduction	48
Section 2.07	Interest Rate Conversion and Continuation Options	48
Section 2.08	Mandatory Payment of Principal of Loans	49
Section 2.09	Prepayments	49
Section 2.10	Evidence of Indebtedness and Notes	50
Section 2.11	Extension of Commitment Termination Date	51
Section 2.12	Replacement of Lenders	54
Section 2.13	Sharing of Payments by Lenders	55
Section 2.14	Increase in Commitments	56
ARTICLE 3 LETTERS OF CREDIT		59
Section 3.01	Letters of Credit	59
Section 3.02	Issuance, Amendment and Extension of Letters of Credit	61
Section 3.03	Participations, Drawings and Reimbursements	63
Section 3.04	Repayment of Participations	65
Section 3.05	Role of Issuing Banks	66
Section 3.06	Obligations Absolute	67
Section 3.07	Letter of Credit Fees	68
Section 3.08	Governing Rules	68
Section 3.09	Letters of Credit Issued for Subsidiaries or Affiliates	69
Section 3.10	Conflict with L/C Related Documents	69
ARTICLE 4 CERTAIN GENERAL PROVISIONS		69
Section 4.01	Funds for Payments	69
Section 4.02	Computations	70



Section 4.03	Illegality	70
Section 4.04	Additional Costs	71
Section 4.05	Capital Adequacy	71
Section 4.06	Recovery of Additional Compensation	72
Section 4.07	Indemnity	72
Section 4.08	Taxes	73
Section 4.09	Cash Collateral	77
Section 4.10	Defaulting Lenders; Cure	78
Section 4.11	Waiver	80
Section 4.12	Interest Act Canada	81
ARTICLE 5 REPRESENTATIONS AND WARRANTIES		81
Section 5.01	Corporate Authority	81
Section 5.02	Governmental Approvals	82
Section 5.03	Title to Properties	82
Section 5.04	Financial Statements	82
Section 5.05	Franchises, Patents, Copyrights Etc.	82
Section 5.06	Litigation	82
Section 5.07	Compliance With Other Instruments, Laws, Etc.	83
Section 5.08	Tax Status	83
Section 5.09	No Default	83
Section 5.10	Investment Company Act	83
Section 5.11	Employee Benefit Plans	83
Section 5.12	Use of Proceeds of Loans, and Letters of Credit	84
Section 5.13	Compliance with Margin Stock Regulations	84
Section 5.14	Subsidiaries; Equity Interests; Loan Parties; Project Companies	84
Section 5.15	Disclosure	85
Section 5.16	OFAC	85
Section 5.17	Anti-Corruption Laws	85
Section 5.18	ERISA	85
ARTICLE 6 COVENANTS OF THE BORROWER		85
Section 6.01	Punctual Payment	86
Section 6.02	Maintenance of Office	86
Section 6.03	Records and Accounts	86
Section 6.04	Financial Statements, Certificates and Information	86
Section 6.05	Default Notification	88
Section 6.06	Existence: Maintenance of Properties	88
Section 6.07	Taxes	88
Section 6.08	Visits by Lenders	89
Section 6.09	Compliance with Laws, Contracts, Licenses, and Permits	89
Section 6.10	Use of Proceeds and Letters of Credit	89
Section 6.11	Covenant to Give Security	89
Section 6.12	Maintenance of Insurance	90
Section 6.13	Financial Covenants	91
Section 6.14	Indebtedness	92



Section 6.15	Liens	93
Section 6.16	Investments	95
Section 6.17	Fundamental Changes	96
Section 6.18	Dispositions	97
Section 6.19	Restricted Payments	97
Section 6.20	Change in Nature of Business	98
Section 6.21	Transactions with Affiliates	99
Section 6.22	Burdensome Agreements	99
Section 6.23	Employee Benefit Plans	100
Section 6.24	Sanctions	100
Section 6.25	Amendments of Organization Documents	100
Section 6.26	Accounting Changes	100
Section 6.27	Prepayments, Etc. of Indebtedness	100
Section 6.28	Amendment, Etc	101
Section 6.29	Sales and Lease-Backs	101
Section 6.30	Unrestricted Project Companies	101
ARTICLE 7 CONDITIONS PRECEDENT		101
Section 7.01	Conditions Precedent to Effectiveness	101
Section 7.02	Each Loan	103
Section 7.03	Each Letter of Credit	104
Section 7.04	Determinations Under Section 7.01	104
ARTICLE 8 EVENTS OF DEFAULT, ACCELERATION, ETC.		104
Section 8.01	Events of Default and Acceleration	104
Section 8.02	Lenders’ Remedies	108
Section 8.03	Application of Funds	109
ARTICLE 9 CONTINUING GUARANTY		110
Section 9.01	Guaranty	110
Section 9.02	Rights of Guaranteed Parties	110
Section 9.03	Certain Waivers	111
Section 9.04	Obligations Independent	111
Section 9.05	Subrogation	111
Section 9.06	Termination; Reinstatement	111
Section 9.07	Subordination	112
Section 9.08	Stay of Acceleration	112
Section 9.09	Condition of Loan Parties	112
Section 9.10	Keepwell	112
ARTICLE 10 THE AGENT		113
Section 10.01	Appointment and Authority	113
Section 10.02	Rights as a Lender, Issuing Bank	113
Section 10.03	Exculpatory Provisions	114
Section 10.04	Reliance by the Agents	115



Section 10.05	Indemnification	115
Section 10.06	Delegation of Duties	115
Section 10.07	Resignation or Removal of the Agents	116
Section 10.08	Non-Reliance on Agents and Other Lenders	117
Section 10.09	No Other Duties, Etc.	117
Section 10.10	Agent May File Proofs of Claim; Credit Bidding	117
Section 10.11	Collateral and Guaranty Matters	119
Section 10.12	Secured Cash Management Agreements and Secured Hedge Agreements	120
Section 10.13	Lender ERISA Matters	120
ARTICLE 11 MISCELLANEOUS		123
Section 11.01	Consents, Amendments, Waivers, Etc.	123
Section 11.02	Notices	124
Section 11.03	Expenses	126
Section 11.04	Indemnification	126
Section 11.05	Survival of Covenants, Etc.	128
Section 11.06	Assignment and Participation	128
Section 11.07	Confidentiality	132
Section 11.08	Right of Setoff	133
Section 11.09	Governing Law	134
Section 11.10	Headings	134
Section 11.11	Counterparts	134
Section 11.12	Entire Agreement, Etc.	134
Section 11.13	Severability	134
Section 11.14	USA Patriot Act Notice	134
Section 11.15	No Fiduciary Duties	135
Section 11.16	Waiver of Jury Trial	135
Section 11.17	Judgment Currency	135
Section 11.18	Limitation of Recourse	136
Section 11.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	136
Section 11.20	Electronic Execution	137
Section 11.21	Confirmation of Documents	137



List of Schedules and Exhibits
Schedules:

Schedule I	List of Lenders and Commitments
Schedule 5.03	Excepted Liens
Schedule 5.04	Supplemental Disclosures
Schedule 5.06	Litigation
Schedule 5.14	Project Companies



Schedule 6.14(b)	Outstanding Indebtedness of Loan Parties
Schedule 6.16(f)	Permitted Investments
Schedule 6.18	Permitted Dispositions
Schedule 6.22	Burdensome Agreements

Exhibits:
Exhibit A-1	Form of Borrowing Notice
Exhibit A-2	Form of Interest Rate Notice
Exhibit B	Form of Note
Exhibit C	Form of Borrowers’ Certificate
Exhibit D	Form of Amended and Restated NEE Partners Guaranty
Exhibit E-1	Form of Amended and Restated Canadian Security Agreement
Exhibit E-2	Form of Amended and Restated Security Agreement
Exhibit F	Form of Assignment and Assumption
Exhibit G	Form of Covenant Compliance Report
Exhibit H	Form of Qualifying Project Certificate
Exhibit I-1	Form of U.S. Tax Compliance Certificate
Exhibit I-2	Form of U.S. Tax Compliance Certificate
Exhibit I-3	Form of U.S. Tax Compliance Certificate
Exhibit I-4	Form of U.S. Tax Compliance Certificate
Exhibit J	Form of Amended and Restated Intercreditor Agreement

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of October 24, 2017, is by and between (i) NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC , an unlimited liability company organized and existing under the laws of the Province of British Columbia (“ Canadian Holdings ”) and NEXTERA ENERGY US PARTNERS HOLDINGS, LLC , a Delaware limited liability company (“ US Holdings ”, and together with Canadian Holdings, the “ Borrowers ”), (ii) NEXTERA ENERGY OPERATING PARTNERS, LP , a Delaware limited partnership (“ OpCo ” or, the “ Guarantor ”) (iii) the lending institutions that are parties hereto as Lenders (as defined below) which as of the date of this Agreement, consist of those Lenders listed on Schedule I , (iv) BANK OF AMERICA, N.A., acting in its capacity as administrative agent and collateral agent for the Lenders (the “ Agent ”), and (v) BANK OF AMERICA, N.A. (CANADA BRANCH), acting in its capacity as Canadian agent for the Lenders (the “ Canadian Agent ” and, together with the Agent, the “ Agents ”) (the Borrower, the Guarantor, the Lenders (as defined below) and the Agents are hereinafter sometimes collectively referred to as the “ Parties ” and individually as a “ Party ”).

W I T N E S S E T H:

WHEREAS , the Borrowers, the Guarantor, the lenders parties thereto and the Agent entered into a Revolving Credit Agreement, dated as of July 1, 2014, as amended by that certain First Amendment to Revolving Credit Agreement, dated as of December 11, 2014, by that certain Second Amendment to Revolving Credit Agreement and Composite Amendment Agreement, dated as of April 28, 2015, and that certain Third Amendment to Revolving Credit Agreement, dated as of November 22, 2016 (collectively, the “ Original Agreement ”), pursuant to which the lenders parties thereto agreed to make loans to the Borrowers and to provide for the issuance of letters of credit for the account of the Borrowers in the maximum aggregate principal amount of TWO HUNDRED FIFTY MILLION AND NO/100 UNITED STATES DOLLARS (US$250,000,000.00) for the general corporate purposes of the Borrowers;

WHEREAS , as security for the obligations of the Loan Parties under the Original Agreement and the other Loan Documents (as defined in the Original Agreement), the Loan Parties have heretofore made, executed and delivered the following:


(a)	that certain Security Agreement, dated as of July 1, 2014, from OpCo and US Holdings in favor of the Collateral Agent (the “ Original US Security Agreement ”);


(b)	that certain Deposit Account Control Agreement, dated as of July 1, 2014, among OpCo, the Collateral Agent and Scotia;


(c)	that certain Deposit Account Control Agreement, dated as of July 1, 2014, among OpCo, the Collateral Agent and Bank of America, N.A. (“ Bank of America ”);


(d)	that certain Deposit Account Control Agreement, dated as of July 1, 2014, among US Holdings, the Collateral Agent and Bank of America;


(e)	that certain Deposit Account Control Agreement, dated as of July 1, 2014, among Canadian Holdings, the Collateral Agent and Scotia;


(f)	that certain Deposit Account Control Agreement, dated as of July 1, 2014, among Canadian Holdings, the Collateral Agent and Scotia;


(g)	that certain Control Agreement (NextEra Energy US Partners Holdings, LLC), dated as of July 1, 2014, among US Holdings, OpCo and the Collateral Agent;


(h)	that certain Control Agreement (Genesis Solar Funding Holdings, LLC), dated as of July 1, 2014, among Genesis Solar Funding Holdings, LLC, US Holdings and the Collateral Agent;


(i)	that certain Control Agreement (Mountain Prairie Wind Holdings, LLC), dated as of July 1, 2014, among Mountain Prairie Wind Holdings, LLC, US Holdings and the Collateral Agent;


(j)	that certain Control Agreement (Elk City Wind Holdings, LLC), dated as of July 1, 2014, among Elk City Wind Holdings, LLC, US Holdings and the Collateral Agent;


(k)	that certain Control Agreement (Canyon Wind Holdings, LLC), dated as of July 1, 2014, among Canyon Wind Holdings, LLC, US Holdings and the Collateral Agent;


(l)	that certain Security Agreement, dated as of July 1, 2014, between the Collateral Agent and Canadian Holdings (the “ Original Canadian Security Agreement ”); and


(m)	that certain Securities Control Agreement, dated as July 1, 2014, among the Collateral Agent, Canadian Holdings and St. Clair Investment Holding, LP, St. Clair MS Investment GP, LLC, Varna Wind Holdings GP, LLC and Varna Wind Holdings, LP;

WHEREAS , the Loan Parties, the Collateral Agent, the Administrative Agent and the Additional Senior Debt Agents/Trustees parties thereto have entered into that certain Intercreditor Agreement, dated as of April 28, 2015 (as amended prior to the date hereof, the “ Original Intercreditor Agreement ”), pursuant to which such parties agreed as to their respective rights and obligations in respect of the Collateral;

WHEREAS , the Borrowers have requested that the lenders parties thereto agree to amend and restate in its entirety the Original Agreement as hereinafter provided, which amended and restated agreement shall, inter alia , include the commitment of the Lenders to make loans to the Borrowers and to provide for the issuance of letters of credit for the account of the Borrowers in the maximum aggregate principal amount of SEVEN HUNDRED FIFTY MILLION AND NO/100 UNITED STATES DOLLARS (US$750,000,000.00);

WHEREAS , the Borrowers have further requested that the parties thereto also agree to

amend and restate in its entirety the Original Intercreditor Agreement, pursuant to which such parties have agreed that the Loans hereunder and all Additional Senior Debt (as defined in the Intercreditor Agreement) shall be equally and ratably secured by the Collateral (as hereinafter defined) with the Senior Secured Obligations and each Additional Senior Debt Agreement (as such terms are defined in the Intercreditor Agreement);

WHEREAS , the Borrowers have further requested that the parties thereto also agree to amend and restate in their entirety the Original US Security Agreement and the Original Canadian Security Agreement; and

NOW, THEREFORE , in consideration of the premises and mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Original Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION

Section 1.01 Definitions. The following terms have the respective meanings set forth in this Section 1.01 or elsewhere in the provisions of this Agreement referred to below:

“ Acquisition Date ” means the date upon which any one or more of the Loan Parties consummates an acquisition of Equity Interests and/or other property permitted pursuant to Section 6.16.

“ Actions ” has the meaning specified in Section 11.04 .

“ Adjusted Covenant Cash Flow ” means, at any date of determination, the Covenant Cash Flow for the Measurement Period for which such determination is being made, minus the Excess Fee Adjustment for such period.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by an Agent.

“ Affected Lender ” has the meaning specified in Section 2.05(b ).

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent ” and “ Agents ” have the meanings given to such terms in the Preamble.

“ Agreement ” means this Amended and Restated Revolving Credit Agreement, dated as of October 24, 2017.

“ Agreement Effective Date ” means the date on which all of the conditions set forth in

Section 7.01 shall have been satisfied or waived by the Lenders and the Agent.

“Applicable Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as such Lender may from time to time notify the Borrowers and the Agents, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its Applicable Lending Office.

“ Applicable Rate ” means (a) from the Agreement Effective Date to the date on which the Agent receives a Compliance Certificate pursuant to Section 6.04(b) or (c) for the fiscal quarter ending December 31, 2017, 0.25% per annum for Facility Fees, 1.50% per annum for Eurodollar Rate Loans, CDOR Loans and Letter of Credit Fees and 0.50% per annum for Base Rate Loans and Canadian Prime Rate Loans and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the OpCo Leverage Ratio as set forth in the most recent Compliance Certificate received by the Agent pursuant to Section 6.04(b) or (c) :



		Applicable Rate
Pricing Level	OpCo Leverage Ratio	Facility Fee		Eurodollar Rate or CDOR (Letters of Credit)		Base Rate or Canadian Prime Rate
1	< 3.0:1	0.20	%	1.30	%	0.30	%
2	> 3.0:1 but < 4.0:1	0.25	%	1.50	%	0.50	%
3	> 4.0:1 but < 5.0:1	0.30	%	1.70	%	0.70	%
4	> 5.0:1	0.35	%	1.90	%	0.90	%

Any increase or decrease in the Applicable Rate resulting from a change in the OpCo Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.04(b ) or (c) ; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section (giving effect to the period allowed in such Section for delivery of a Compliance Certificate), then, upon the request of the Majority Lenders, Pricing Level 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.05(e) .

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b ) and accepted by the Agent, in substantially the form of Exhibit F or any other form (including electronic documentation generated by use of an electronic platform) approved by the Agent.

“ Assuming Lender ” has the meaning specified in Section 2.11(c) .

“ Backleverage Indebtedness ” means Funded Debt or other debt or equity financing incurred by any Project Company HoldCo or Project Company HoldCo Parent, pursuant to which any Project Company HoldCo finances its equity ownership interest in any Project Company, including any extension, renewal, replacement or refinancing thereof from time to time.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means all or any portion of any Loan bearing interest calculated by reference to the Base Rate.

“Borrowers” has the meaning given such term in the Preamble.

“ Borrowing ” means the drawing down by a Borrower of a Loan or Loans from the Lenders on any given Borrowing Date.

“ Borrowing Date ” means the date on which any Loan is made or to be made.

“ Borrowing Notice ” means a certificate to be provided pursuant to Section 2.02(a) , in substantially the form set forth in Exhibit A-1 or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“ Business Day ” means any day other than (a) Saturday or Sunday, or (b) a day on which banking institutions in New York City, New York are required or authorized to close ( provided , that no day shall be deemed to be a Business Day with respect to any Eurodollar Rate Loan unless such day is also a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market) or (c) with respect to any Canadian Prime Rate Loans or CDOR Loans, a day on which banking institutions in Toronto Ontario are required or authorized to close.

“ Canadian Agent” has the meaning given in the Preamble.

“ Canadian Dollars ” and “ Cdn.$ ” means the lawful currency of Canada.

“Canadian Holdings” has the meaning given in the Preamble.

“ Canadian Holdings Funded Debt ” means, as of any date of determination, Funded Debt of Canadian Holdings and its Subsidiaries (but not including any Funded Debt of the Project Companies).

“ Canadian Prime Rate ” means, for any day, a rate per annum equal to the higher of (a) the rate of interest per annum established by Bank of America, N.A. (Canada Branch) as the reference rate of interest then in effect for determining interest rates on commercial loans denominated in Canadian Dollars made by it in Canada and (b) the sum of 1% plus the one-month CDOR for such day.

“ Canadian Prime Rate Loan ” means all or any portion of any Loan bearing interest calculated by reference to the Canadian Prime Rate.

“ Canadian Security Agreement ” means that certain Amended and Restated Canadian Security Agreement, dated as of the date hereof, by and among Canadian Holdings and the Collateral Agent, substantially in the form of Exhibit E-1 hereto.

“ Capitalized Leases ” means, with respect to any Person, leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases on the balance sheet of such Person.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Agent, for the benefit of one or more of the Issuing Banks and the Lenders, as collateral for L/C Obligations, or obligations of Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the applicable Agent and the applicable Issuing Banks shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the applicable Agent and (b) the applicable Issuing Banks. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Loan Parties or any of their Subsidiaries free and clear of all Liens (other than Liens created under the Security Documents):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or

is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least US$1,000,000,000, in each case with maturities of not more than 12 months from the date of acquisition thereof;

(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by Standard & Poor’s, in each case with maturities of not more than 12 months from the date of acquisition thereof; and

(d) Investments, classified in accordance with generally accepted accounting principles as current assets of the Loan Parties or any of their Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or Standard & Poor’s, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“ Cash Management Bank ” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

“ Cash Sweep and Credit Support Agreement ” means the Amended and Restated Cash Sweep and Credit Support Agreement dated as of August 4, 2017 entered into between OpCo and NEER, as in effect on the Agreement Effective Date and without giving effect to any amendments that would have a Material Adverse Effect.

“ CDOR ” means, for any Interest Period with respect to a CDOR Loan, the rate per annum equal to the Canadian Dollar Offered Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Canadian Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Canadian Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day) or, if the applicable screen rate shall not be available, a comparable or successor rate which rate is approved by Canadian Agent; provided , that to the extent a comparable or successor rate is approved by Canadian Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided , further , that to the extent such market practice is not administratively feasible for the Canadian Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Canadian

Agent; and provided still further that, if CDOR shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ CDOR Loan ” means all or any portion of any Loan bearing interest calculated by reference to CDOR.

“ CFC ” means a Person that is a controlled foreign corporation under Section 957 of the Code.

“ Change in Law ” means the occurrence, after the Agreement Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation (including, without limitation, Regulation D) or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, for purposes of the increased cost provisions in Section 4.04 or Section 4.05 , any changes with respect to capital adequacy or liquidity which result from (i) all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”) and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to “ Basel III ” (meaning the comprehensive set of reform measures developed (and designated as “Basel III” in September 2010) by the Basel Committee on Banking Supervision, to strengthen the regulation, supervision and risk management of the banking sector), shall in each case be deemed to be a “change of law” as to which an affected Lender is entitled to compensation to the extent such request, rule, guideline or directive is either (1) enacted, adopted or issued after the Agreement Effective Date (but regardless of the date the applicable provision of the Dodd-Frank Act or Basel III to which such request, rule, guideline or directive relates was enacted, adopted or issued) or (2) enacted, adopted or issued prior to the Agreement Effective Date but either (A) does not require compliance therewith, or (B) which is not fully implemented until after the Agreement Effective Date and which entails increased cost related thereto that cannot be reasonably determined as of the Agreement Effective Date.

“ Change of Control ” means the occurrence of any of the following:

(a) any “person” or “group” (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of NEE Partners or any of its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) other than NextEra Energy, Inc. has become the direct or indirect “Beneficial Owner,” as defined in Rule 13d-3 under the Exchange Act, of fifty percent (50%) or more of the common units of NEE Partners (as measured by voting power rather than the number of shares, units or the like, and excluding voting power exercisable pursuant to a proxy granted by a limited partner in connection with a proxy solicitation conducted pursuant to Regulation 14A of the Exchange Act), if such acquisition gives such person or group the right to elect half or more of the members of NEE Partners’ or the General Partner’s respective Board of Directors;

(b) (i) NEE Partners ceases to own directly or indirectly more than fifty percent (50%) of the voting equity of NEE Operating GP (as measured by voting power rather than the number of shares, units or the like), or (ii) NEE Operating GP ceases to hold one hundred percent (100%) of the OpCo General Partner Interest;

(d) OpCo ceases to own directly or indirectly (i) at least 50.1% of the voting interests of each of the Borrowers, (ii) at least 33-1/3% of the economic interests (it being understood that “economic interests” for purposes of this definition, shall only take into account distributions) of the Borrowers, or (iii) more of the economic interests of each of the Borrowers than any other Person; provided in the event NEE Partners Controls each of the general partners of a Person that Controls the Borrowers, no “Change of Control” shall occur; and provided further that, if no Obligations of, and requests for Borrowings to be made by, Canadian Holdings are then outstanding, none of the foregoing events in respect of Canadian Holdings shall constitute a “Change of Control”, however, thereafter Canadian Holdings shall for all purposes of this Agreement and each of the other Loan Documents cease to be, have no further rights of and shall no longer be subject to terms and conditions applicable to, a Borrower hereunder or thereunder, and the Liens granted by Canadian Holdings to secure its Obligations hereunder and thereunder shall automatically terminate and the Collateral Agent shall be authorized to deliver such Lien releases and return all Collateral of Canadian Holdings held by the Collateral Agent, in each case upon the reasonable request and at the expense of the Loan Parties; or

(e) any sale, lease, pledge, assignment, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of NEE Partners and its Subsidiaries, taken as a whole (other than to one of NEE Partners’ wholly-owned Subsidiaries).

Notwithstanding the preceding, a conversion of NEE Partners, any of its Subsidiaries or the General Partner from a limited liability company, corporation, limited partnership or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned, directly or indirectly, the Voting Stock of NEE Partners immediately prior to such transactions continue to Beneficially Own, directly or indirectly, in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own, directly or indirectly, sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no “person” Beneficially Owns, directly or indirectly, more than 50% of the Voting Stock of such entity or its general partner, as applicable.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Collateral ” has the meaning given such term in the Intercreditor Agreement.

“ Commercial Operation Date ” means the date on which a Qualifying Project is substantially complete and commercially operable.

“ Commitment ” means, when used with reference to any Lender at the time any determination thereof is to be made, the obligation of such Lender to make Loans pursuant to Section 2.01 and make L/C Advances pursuant to Section 3.03 , or, where the context so requires, the amount of such obligation which is set forth on Schedule I opposite such Lender’s name as its Commitment, in each case as the same may be increased or reduced from time to time in accordance with the terms of this Agreement.

“ Commitments ” means the aggregate Commitments of the several Lenders.

“ Commitment Termination Date ” means the earlier of (a) October 24, 2022, as the same may from time to time be extended pursuant to the provisions of Section 2.11 and (b) the date of termination in whole of the Commitments pursuant to Section 2.06 or Article 8 ; provided , however , that the Commitment Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.11 shall be the earlier of (x) the Commitment Termination Date in effect immediately prior to such extension and (y) the date of termination in whole of the Commitments pursuant to Section 2.06 or Article 8 for all purposes of this Agreement.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Communications ” has the meaning specified in Section 11.02(c) .

“ Communication Notice ” has the meaning specified in Section 11.02(c) .

“Compliance Certificate” means a certificate of the principal financial officer, Treasurer or Assistant Treasurer of OpCo to be provided pursuant to Section 6.04(b) or (c) .

“ confidential information ” has the meaning specified in Section 11.07 .

“ Consent Date ” has the meaning specified in Section 2.11(a) .

“ Consenting Lender ” has the meaning specified in Section 2.11(b) .

“ Continuing Director” means, as of any date of determination, any member of the Board of Directors of NEE Partners who: (1) was a member of such Board of Directors on the date of this Agreement; (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election, or (3) appointed by the General Partner.

“ Control ” means the possession, directly or indirectly, of the power to cause the direction of the management of a Person, whether through voting securities, by contract, control of the board of directors (or similar governing body), ownership or control of a majority of the

equity interests in the general partner of such Person, or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Covenant Cash ” means, without duplication, internally generated cash and Cash Equivalents distributed by the Project Companies and the Borrowers, directly or indirectly, to OpCo or US Holdings, as applicable, in respect of the Equity Interests of the Project Companies and the Borrowers owned, directly or indirectly, by OpCo (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a Project Company or a Borrower for capital expenditures or for operational purposes, by OpCo or any of its Subsidiaries in a Project Company or a Borrower), excluding (a) the proceeds of any extraordinary receipts, including cash payments or proceeds received (i) from any Disposition by OpCo or any of its Subsidiaries, (ii) under any casualty insurance policy in respect of a covered loss thereunder or (iii) as a result of the taking of any assets of OpCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking and (b) any cash that is derived from (i) cash grants and similar items to the Project Companies and the Borrowers, (ii) any incurrence of Funded Debt by the Project Companies and the Borrowers, (iii) any issuance of Equity Interests by the Project Companies and the Borrowers or (iv) any capital contribution to the Project Companies and the Borrowers.

“ Covenant Cash Flow ” means, at any date of determination, an amount equal to the Covenant Cash received by OpCo or US Holdings, as applicable, during the most recently completed Measurement Period, together with amounts deemed received in accordance with the definition of “Pro Forma Effect”.

“ Conversion ” or “ Convert ” means a conversion of all or part of any Loan of one Type into a Loan of another Type pursuant to Section 2.07 (including any such conversion made as a result of the operation of any other provision hereof).

“Cure Amount” has the meaning given such term in Section 8.01 .

“Cure Period” has the meaning given such term in Section 8.01 .

“Cure Right” has the meaning given such term in Section 8.01 .

“ date of this Agreement ” and “date hereof” means October 24, 2017.

“ Default ” means an Event of Default, or an event that with notice or lapse of time or both would become an Event of Default, or the filing in any court of competent jurisdiction of any petition or application or the commencement of any case or other proceeding referred to in Section 8.01(g ) so long as the same remains undismissed or unstayed.

“ Defaulting Lender ” means, subject to Section 4.10(b ) , any Lender that (a) fails to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agents and the Loan Parties in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default,

shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the applicable Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in any Letter of Credit) within two (2) Business Days of the date when such payment is due; (b) notifies the Loan Parties, the Agents or any Issuing Bank in writing that it does not intend to comply with its funding obligations under this Agreement, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that one or more conditions precedent to funding (each of which condition precedents, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied); (c) fails, within three (3) Business Days after written request by the Agents, any Issuing Bank or the Loan Parties, to confirm in writing to the Agents and the Loan Parties that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the subsequent receipt of such written confirmation by the Agents and the Loan Parties); (d) has (or has a direct or indirect parent company that has) become the subject of any Insolvency Proceeding; or (e) is subject to a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agents that a Lender is a Defaulting Lender under any one or more of the preceding clauses (a) through (d) shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.10(b) ) upon the Agents’ delivery of Notice of such determination to the Loan Parties, each Issuing Bank and each Lender.

“ Deposit Account Control Agreements ” means each deposit account control agreement entered into by each applicable Loan Party, the Agent and the applicable depository bank party thereto.

“ Designated Jurisdiction ” means any country, region or territory or to the extent that such country, region or territory itself is the subject of any Sanction.

“ Disposition ” or “ Dispose ” means the sale, transfer, lease, distribution or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar Equivalent ” means, at any time, (i) with respect to any amount denominated in Dollars, such amount; and (ii) with respect to any amount denominated in Canadian Dollars, the equivalent amount thereof expressed in Dollars, such Canadian Dollar amount to be determined by the Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Canadian Dollars.

“ Dollars ” or “ US$ ” means United States dollars or such currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts in the United States of America.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Assignee ” means (i) any Lender or an affiliate of any Lender (in either instance, unless the relevant Lender is a Defaulting Lender at the time any such assignment is proposed), approved by each Issuing Bank, and (ii) any other Person which is approved by the Agent, each Issuing Bank and, unless an Event of Default has occurred and is continuing at the time any such assignment is effected in accordance with the provisions of Section 11.06(b) , the Loan Parties; provided that each of the foregoing approvals in clauses (i) and (ii) shall not be unreasonably withheld or delayed; provided , further , however , that no Borrower nor any affiliate of a Borrower shall qualify as an Eligible Assignee.

“ Employee Benefit Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by a Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Equity-Preferred Securities ” means, in respect of OpCo or US Holdings, as the case may be, any of the following to the extent that the same constitutes Funded Debt of OpCo or US Holdings, as the case may be: (i) debt or preferred equity securities (however designated or denominated) of OpCo or US Holdings, as the case may be, or any of their respective Subsidiaries that are mandatorily convertible into common or preferred shares of OpCo or US

Holdings, as the case may be, or any of their respective Subsidiaries; provided that such securities do not constitute Mandatorily Redeemable Stock, (ii) other debt or preferred equity securities (however designated or denominated) that OpCo or US Holdings, as the case may be, or any of their respective Subsidiaries issued in connection with one or more outstanding purchase agreements for common or preferred shares of OpCo or US Holdings, as the case may be, or any of their respective Subsidiaries; provided that such securities do not constitute Mandatorily Redeemable Stock, (iii) securities of OpCo or US Holdings, as the case may be, or any of their respective Subsidiaries that (A) are afforded equity treatment (whether full or partial) by any Rating Agency at the time of issuance, and (B) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to ninety-one (91) days after the final maturity date of the Loans, and (iv) any other securities (however designated or denominated), that are (A) issued by OpCo, (B) not subject to mandatory redemption or mandatory prepayment, and (C) together with any guaranty thereof, subordinate in right of payment to the unsecured and unsubordinated indebtedness (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary terms) of OpCo (“ OpCo Subordinated Debt ”); provided, however, as of the date of any determination, the aggregate principal amount of OpCo Subordinated Debt that may be deemed to comprise Equity-Preferred Securities for the purposes hereof shall not exceed the amount that is equal to one and one half (1.5) times the Covenant Cash Flow for the four complete fiscal quarters of OpCo ending immediately prior to the date of such determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ ERISA Affiliate ” means any Person that is treated as a single employer with OpCo under Section 414 of the Code.

“ ERISA Reportable Event ” means a reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA as to which the requirement of notice has not been waived.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Eurodollar Business Day ” means any Business Day on which commercial banks are open for international business (including dealings in Dollar deposits) in London.

“ Eurodollar Rate ” means:

(a)

for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for deposits in Dollars (for delivery on the first day of such Interest Period) with

a term equivalent to such Interest Period or, if the applicable screen rate shall not be available, a comparable or successor rate which rate is approved by the Agent; and


(b)	for any rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two (2) Business Days prior to such date for Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for the Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Agent; and provided still further that , if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ Eurodollar Rate Loan ” means all or any portion of any Loan bearing interest calculated by reference to the Eurodollar Rate.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Excess Fee Adjustment ” means, for any Measurement Period, an amount equal to the amount by which the aggregate Fees for such Measurement Period exceed twenty percent (20%) of the total Covenant Cash Flow for such period (before any deduction therefrom for any Fees).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or the Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 9.10 and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which the Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), or capital or profits franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being

organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender or an Issuing Bank, U.S. federal or Canadian withholding Taxes imposed on amounts payable to or for the account of such Lender or such Issuing Bank with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender or an Issuing Bank acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.12 ) or (ii) such Lender or an Issuing Bank changes its lending office, except in each case to the extent that, pursuant to Section 4.08 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.08(g ) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Extension Date ” has the meaning specified in Section 2.11(b ).

“ Facility Fee ” has the meaning specified in Section 2.03 .

“ FASB ASC 715 ” means Financial Accounting Standards Board Accounting Standards Codification 715, Compensation – Retirement Benefits.

“ FASB ASC 810 ” means Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Rate ” Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Agent; provided that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System.

“ Fee Letter ” means the Fee Letter dated October 24, 2017 among OpCo, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“ Fees ” means the Quarterly Fee Amount (as defined in the Management Services Agreement), the Additional Fee Amount (as defined in the Management Services Agreement), the IDR Fee (as defined in the Management Services Agreement) and the Credit Support Fee (as

defined in the Cash Sweep and Credit Support Agreement) as required pursuant to the Cash Sweep and Credit Support Agreement and the Management Services Agreement. Each capitalized term in this definition of “Fees” which is not otherwise defined in Section 1.01 shall have the meaning given to them in the Cash Sweep and Credit Support Agreement or the Management Services Agreement, as applicable.

“ Final Loan Maturity Date ” means the Loan Maturity Date of the last of the Lenders to have Commitments outstanding hereunder.

“ Foreign Lender ” means a Lender that is not a U.S. Person.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender with respect to any Issuing Bank, such Defaulting Lender’s Pro Rata Share of the L/C Obligations with respect to Letters of Credit issued by such Issuing Bank, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or collateralized in accordance with the terms hereof.

“ Funded Debt ” means, as of the date of any determination thereof, the following (without duplication) with respect to any Person, determined on a consolidated basis in accordance with generally accepted accounting principles (other than as consolidated on the balance sheet of such Person solely as a result of the operation of the variable interest entity provisions in FASB ASC 810, and without giving effect to any change to Funded Debt or equity as a result of the operation of FASB ASC 715):


(i)	all indebtedness for borrowed money (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices);


(ii)	all obligations evidenced by bonds, indentures, notes and other similar instruments;


(iii)	all obligations with respect to the deferred purchase price of property (other than as described in clause (iv) below and other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices) to the extent that such obligations are absolute and fixed and not subject to any right of cancellation by such Person and/or any of its Subsidiaries;


(iv)	all obligations with respect to construction services to be performed, but only to the extent such obligations have become due and owing as of the date of any such determination pursuant to the provisions of the specific agreement evidencing such obligations;


(v)	all obligations of such Person and its Subsidiaries as lessee under (a) Capitalized Leases and (b) Synthetic Lease Obligations;


(vi)	all liabilities secured by any Lien on any property owned by such Person or any of its Subsidiaries;


(vii)	all obligations, contingent or otherwise, of such Person and its Subsidiaries in

respect of acceptances, letters of credit or similar extensions of credit;


(viii)	all net obligations under Swap Contracts in an amount equal to the Swap Termination Value thereof;


(ix)	any Mandatorily Redeemable Stock of such Person and its Subsidiaries (the amount of such Mandatorily Redeemable Stock to be determined for this purpose as the higher of the liquidation preference and the amount payable upon redemption of such Mandatorily Redeemable Stock);


(x)	any liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA; and


(xi)	guarantees of obligations of the type described in any of clause (i) – clause (x) of this definition, but only to the extent of the indebtedness guaranteed thereby which is then outstanding as of the date of any such determination pursuant to the provisions of the agreement in respect of which such obligation exists or arises.

“ General Partner ” means NextEra Energy Partners, GP, Inc., a Delaware corporation.

“ General Partner Interest ” means the non-economic management interest of the General Partner in NEE Partners (in its capacity as general partner without reference to any limited partner interest), which includes any and all rights, powers and benefits to which the General Partner is entitled as provided in the NEE Partners LP Agreement, together with all obligations of the General Partner to comply with the terms and provisions of the NEE Partners LP Agreement. The General Partner Interest does not include any rights to ownership or profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of NEE Partners.

“ generally accepted accounting principles ” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the OpCo and its Subsidiaries throughout the period indicated.

“ Governmental Authority ” means, as to any Person, any government (or any political subdivision or jurisdiction thereof), court, bureau, agency, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) or other governmental authority having jurisdiction over such Person or any of its business, operations or properties.

“ Guarantee ” means, as to any Person, any (a) obligations, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such indebtedness or other monetary

obligation of the payment or performance of such indebtedness or monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligation in respect of such indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any indebtedness or other obligation of any other Person, whether or not such indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such indebtedness to obtain any such Lien); provided that the term “ Guarantee ” shall not include endorsements for collection or deposit, in either case, in the ordinary course of business, or customary and reasonable indemnity applications in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability (after giving effect to any indemnities, rights of contribution, subrogation or other similar rights in favor of such guarantor) in respect thereof is determined by the guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.

“ Guaranteed Parties ” means, collectively, the Lenders, the Issuing Banks, the Hedge Banks, the Cash Management Banks and the Administrative Agent.

“ Guaranteed Pension Plan ” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA and that is maintained or contributed to by the OpCo or any ERISA Affiliate or in respect of which OpCo or any ERISA Affiliate could be reasonably expected to have liability, other than a Multiemployer Plan.

“ Guarantors ” means, collectively, (a) with respect to all Obligations, OpCo and (b) with respect to Obligations owing by Canadian Holdings, US Holdings.

“ Guaranty ” means, collectively, the Guaranty made by OpCo and US Holdings under Article 9 in favor of the Agent for the benefit of the Guaranteed Parties.

“ Hedge Agreement ” and “ Swap Contract ” mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement,

or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Hedge Bank ” means any counterparty (other than a Loan Party) to a Swap Contract permitted under Article 6 .

“ Honor Date ” has the meaning specified in Section 3.03(b ).

“ Immediately Available Funds ” means funds with good value on the day and in the city in which payment is received.

“ Increase Effective Date ” has the meaning specified in Section 2.14(a).

“ Increase Joinder ” has the meaning specified in Section 2.14(c).

“ Incremental Commitments ” has the meaning specified in Section 2.14.

“ Incremental Revolving Credit Commitments ” has the meaning specified in Section 2.14.

“ Incremental Term Commitment ” has the meaning specified in Section 2.14.

“ Incremental Term Loan ” has the meaning specified in Section 2.14.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a) , Other Taxes.

“ Indemnitee ” has the meaning specified in Section 11.04 .

“ Indemnity Claim ” has the meaning specified in Section 11.04 .

“ Initial Lenders ” means those Lenders listed on Schedule I as of the Agreement Effective Date.

“ Insolvency Proceeding ” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any competent court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, administrative receivership, administration, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, undertaken under any U.S. Federal or state or any foreign law.

“ Intercreditor Agreement ” means the Amended and Restated Intercreditor Agreement, dated as of the date hereof, among the Collateral Agent, the Administrative Agent and the Additional Senior Debt Agents/Trustees parties thereto, substantially in the form of Exhibit J hereto.

“ Interest Charges ” means, for any period for which such determination is being made, the excess of (A) the sum of (a) cash interest, cash premium payments and other similar cash fees and charges paid or, to the extent contemplated in the definition of “Pro Forma Effect”, deemed payable in connection with borrowed money or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with generally accepted accounting principles, (b) cash interest paid or, to the extent contemplated in the definition of “Pro Forma Effect”, deemed payable with respect to discontinued operations and (c) the portion of rent expense paid or, to the extent contemplated in the definition of “Pro Forma Effect”, deemed payable under Capitalized Leases that is treated as cash interest in accordance with generally accepted accounting principles, in each case, of or by OpCo and the Borrowers or (as applicable) US Holdings on a standalone basis for such period over (B) any cash interest income received by OpCo and the Borrowers or (as applicable) US Holdings on a standalone basis during such period.

“ Interest Payment Date ” means (a) as to any Base Rate Loan, the last Business Day of each calendar quarter; (b) as to any Canadian Prime Rate Loan, the last day of each calendar quarter; (c) as to any Eurodollar Rate Loan or any CDOR Loan in respect of which the Interest Period is (i) three (3) months or less, the last day of such Interest Period and (ii) more than three (3) months, the date that is three (3) months from the first day of such Interest Period and, in addition, the last day of such Interest Period and (d) as to all Loans of any Lender, the Loan Maturity Date applicable to such Lender.

“ Interest Period ” means, with respect to any particular Eurodollar Rate Loan or CDOR Loan, (a) initially, the period (i) commencing on the Borrowing Date for such Eurodollar Rate Loan or CDOR Loan, as the case may be, and (ii) ending one (1), two (2), three (3) or six (6) months thereafter (as selected by the applicable Borrower); and (b) thereafter, each period (i) commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Rate Loan or CDOR Loan, as the case may be, and (ii) ending on the last day of one of the periods set forth above (as selected by the applicable Borrower in an Interest Rate Notice); provided that all of the foregoing provisions relating to Interest Periods are subject to the following:


(1)	if any Interest Period would otherwise end on a day that is not a Business Day, then such Interest Period shall instead end on the next succeeding Business Day unless the next succeeding Business Day falls in another calendar month, in which case the Interest Period shall end on the immediately preceding Eurodollar Business Day; or


(2)	if any Interest Period begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of the Interest Period), then the Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period; and


(3)	as to the Loans of any Lender, no Eurodollar Rate Loan or CDOR Loan shall extend beyond the Loan Maturity Date applicable to such Lender (and, in the event that any Interest Period for a Eurodollar Rate Loan or CDOR Loan would otherwise extend beyond the Loan Maturity Date applicable to such Lender, such

Loan must be prepaid on the Loan Maturity Date applicable to such Lender).

“ Interest Rate Notice ” means a Notice given by a Borrower to the Agent (in substantially the form set forth in Exhibit A-2 ) specifying such Borrower’s election to Convert all or any portion of the Loans, or specify the Interest Period with respect to all or any portion of any Eurodollar Rate Loans or CDOR Loans, or continue such Loans for an additional Interest Period in accordance with Section 2.07 .

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Issuance Date ” has the meaning specified in Section 3.01(a ).

“ Issuing Banks ” means, collectively each Lender that is designated by the Loan Parties as, and agrees to become, an Issuing Bank, and “ Issuing Bank ” means any of the Issuing Banks.

“ L/C Advance ” means each Lender’s participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Application ” means an application for issuance of letters of credit in such form as shall at any time be in use at the applicable Issuing Bank.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which shall not have been reimbursed on the date when made or converted into an appropriate Borrowing.

“ L/C Commitment ” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit from time to time under Article 3 , in an aggregate amount for such Issuing Bank not to exceed on any date the amount set forth in Schedule I opposite such Issuing Bank’s name as its L/C Commitment, as the same may be increased or reduced from time to time in accordance with the terms of this Agreement.

“ L/C Obligations ” means at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, plus (b) the amount of all unreimbursed drawings under all Letters of Credit, including all outstanding L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ L/C Related Documents ” means the Letters of Credit, the L/C Applications and any other document relating to any Letter of Credit, including any Issuing Bank’s standard form documents for letter of credit issuances.

“ Lenders ” means each Person who is (i) an Initial Lender, (ii) an Assuming Lender, or (iii) any other Person that becomes an assignee of any rights and obligations of an Initial Lender or an Assuming Lender pursuant to Section 2.11 , Section 2.14 or Section 11.06(b) ; provided that such Person shall be deemed to be a Lender hereunder only so long as such Person has any rights and obligations in any outstanding Commitments, Loan or L/C Obligation hereunder (with the understanding that the foregoing proviso shall not derogate from any rights conferred on such Person under the final sentence of Section 11.05 ).

“ Letter of Credit ” means any letter of credit issued by any Issuing Bank pursuant to Section 3.01(a ) for the account of a Borrower and/or any one or more of its Subsidiaries and/or affiliates.

“ LIBOR ” has the meaning given such term in the definition of Eurodollar Rate.

“ Lien ” means any mortgage, pledge, lien, security interest or other charge or encumbrance with respect to any present or future assets of the Person referred to in the context in which the term is used.

“ Loan ” means the aggregate principal amount advanced by each Lender as a Loan or Loans to a Borrower under Section 2.01 or an L/C Borrowing under Section 3.03 , or, where the context requires, the amount thereof then Outstanding. After the initial funding of a Loan, “ Loan ” means, as applicable, a portion of such Loan that either (a) bears interest by reference to the Base Rate, or (b) bears interest by reference to the Eurodollar Rate, and has a single Interest Period. “ Loans ” means the aggregate principal amount of the Loans of all Lenders that are Outstanding at the time referred to in the context in which the term is used.

“ Loan Documents ” means, collectively, (a) this Agreement, (b) the Notes, if any, (c) any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 4.09 of this Agreement, (d) the Guaranty, (e) the NEE Partners Guaranty, (f) the Security Documents, (g) the Fee Letter, (h) each L/C Related Document and (i) the Intercreditor Agreement.

“ Loan Maturity Date ” means, with respect to any Lender, the Commitment Termination Date applicable to such Lender.

“ Loan Parties ” means, collectively, each Borrower and OpCo.

“ Majority Lenders ” means Lenders having more than fifty percent (50%) of the aggregate amount of the Commitments, or, if the Commitments shall have terminated, Lenders holding more than fifty percent (50%) of the aggregate unpaid principal amount of the Loans, provided that the Commitment of any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“ Management Services Agreement ” means the Second Amended and Restated

Management Services Agreement dated as of August 4, 2017 entered into among OpCo, NEE Partners, NEE Operating GP and NextEra Energy Management Partners, LP, as in effect on the Agreement Effective Date and without giving effect to any amendments that would have a Material Adverse Effect.

“ Mandatorily Redeemable Stock ” means, with respect to any Person, any share of such Person’s capital stock to the extent that it is (i) redeemable, payable or required to be purchased or otherwise retired or extinguished, or convertible into any indebtedness or other liability of such Person, (A) at a fixed or determinable date, whether by operation of a sinking fund or otherwise, (B) at the option of any Person other than such Person, or (C) upon the occurrence of a condition not solely within the control of such Person, such as a redemption required to be made out of future earnings, or (ii) presently convertible into Mandatorily Redeemable Stock.

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the financial position or results of operation of the Loan Parties and their Subsidiaries, taken as a whole; (b) any Loan Party’s ability to perform its obligations under any Loan Document to which it is a party; or (c) the validity or priority of the Liens created by the Loan Documents or the ability of the Lenders or the Agent to enforce its rights and remedies under the Loan Documents.

“ Material Project Company ” means any Project Company that, individually or together with any other Project Company that is in default under any of its Funded Debt or that is then the subject of an Insolvency Proceeding, made Restricted Payments, directly or indirectly, to OpCo in an amount equal to or greater than 30% of the Covenant Cash of OpCo during the most recently completed Measurement Period.

“ Measurement Period ” means, at any date of determination, the most recently completed four fiscal quarters of OpCo or US Holdings, as applicable.

“ Minimum Collateral Amount ” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 4.09(a)(i) , (a)(ii) or (a)(iii) , an amount equal to 100% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined by the applicable Agent and the applicable Issuing Bank in their sole discretion.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means any multiemployer plan within the meaning of Section 3(37) of ERISA to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute or has within any of the preceding five plan years contributed or had an obligation to contribute.

“ NEE Operating GP ” means NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company and the general partner of OpCo.

“ NEE Partners ” means NextEra Energy Partners, LP, a Delaware limited partnership.

“ NEE Partners Guaranty ” means the Amended and Restated Guaranty Agreement, dated as of the date hereof, from NEE Partners in favor of the Administrative Agent, substantially in the form of Exhibit D hereto.

“ NEE Partners LP Agreement ” means the Second Amended and Restated Agreement of Limited Partnership of NextEra Energy Partners, LP, dated as of August 4, 2017, by and between NextEra Energy Partners GP, Inc. and NextEra Energy Equity Partners, LP, as amended through the date of this Agreement, and as it may be further amended, supplemented or restated from time to time.

“ NEER ” means NextEra Energy Resources, LLC, a Delaware limited liability company.

“ Net Cash Proceeds ” means, with respect to the incurrence or issuance of any indebtedness by any Loan Party, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the fees, underwriting discounts and commissions, taxes, and other reasonable and customary out-of-pocket costs and expenses, incurred by such Loan Party in connection therewith.

“ Non-Consenting Lender ” has the meaning specified in Section 2.11(b ).

“ Non-Defaulting Lenders ” means, at any particular time, each Lender that is not a Defaulting Lender at such time.

“ Notes ” means the promissory notes, if any, as may be issued pursuant to Section 2.10 , including any promissory notes delivered in substitution or exchange thereof.

“ Notice ” has the meaning specified in Section 11.02 .

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, any Additional Senior Debt Agreements (as defined in the Intercreditor Agreement) or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement, Secured Hedge Agreement or Additional Senior Debt (as defined in the Intercreditor Agreement), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Obligations shall exclude any Excluded Swap Obligations; provided further that, for the purposes of the NEE Partner Guaranty, “Obligations” shall be limited to Obligations arising under this Agreement and the related Loan Documents and shall not include any Obligations arising under any Additional Senior Debt Agreement or in respect of any Additional Senior Debt.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“ OID ” has the meaning specified in Section 2.14(c) .

“ OpCo Funded Debt ” means, as of any date of determination, Funded Debt of OpCo and its Subsidiaries (but not including any Funded Debt of the Project Companies).

“ OpCo General Partner Interest ” means the non-economic management interest of NEE Operating GP in OpCo (in its capacity as general partner without reference to any limited partner interest), which includes any and all rights, powers and benefits to which the OpCo General Partner is entitled as provided in the Second Amended and Restated Agreement of Limited Partnership of OpCo (the “ OpCo Partnership Agreement ”), together with all obligations of the OpCo General Partner to comply with the terms and provisions of the OpCo Partnership Agreement.

“ OpCo Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Adjusted Covenant Cash Flow of OpCo to (b) Interest Charges of OpCo, in each case, for the most recently completed Measurement Period.

“ OpCo Leverage Ratio ” means, as of any date of determination, the ratio of (a) OpCo Funded Debt as of such date to (b) Adjusted Covenant Cash Flow of OpCo for the most recently completed Measurement Period.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Sections 2.12 , 4.03 or 4.04 ).

“ Outstanding ” means, as of any date (i) with respect to any Loan, the aggregate unpaid principal amount of such Loan as of such date, and (ii) with respect to any Letter of Credit, the Dollar Equivalent amount of L/C Obligations outstanding in respect of such Letter of Credit

as of such date.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Agent or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in Canadian Dollars, the rate of interest per annum at which overnight deposits in Canadian Dollars, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Participant ” has the meaning specified in Section 11.06(d ).

“ Participant Register ” has the meaning specified in Section 11.06(d ).

“ Parties ” and “ Party ” have the meanings specified in the Preamble.

“ Patriot Act ” has the meaning specified in Section 11.14 .

“ PBGC ” means the Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities.

“ Permitted Liens ” has the meaning specified in Section 6.15 .

“ Permitted Refinancing Indebtedness ” has the meaning specified in Section 6.14(d ).

“ Person ” means any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

“ Platform ” has the meaning specified in Section 11.02(b) .

“ Pledged Equity ” has the meaning specified in the U.S. Security Agreement or the Canadian Security Agreement, as the case may be.

“ Pro Forma Compliance ” means, with respect to any covenant, term or condition of this Agreement or any of the other Loan Documents, after giving Pro Forma Effect to any disposition or acquisition upon the applicable Loan Party’s compliance with such covenant, term or condition, the applicable Loan Party shall be in compliance with the relevant covenant, term or condition, as written.

“ Pro Forma Effect ” means, when calculating compliance with the financial covenants contained in Section 6.13, the effect of any disposition or acquisition, determined in accordance with the following rules:

1. if, during any Measurement Period, any Loan Party disposes of any Equity Interests in a Project Company or OpCo or any of its Subsidiaries (including any Project Company) disposes of any property with a value in excess

of US$5,000,000, the determination of Covenant Cash Flow shall be made on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) and shall assume that such disposition (and any associated prepayment of the Loans) occurred on, and any interest savings thereon accrued from and after, the first day of the Measurement Period in which such disposition first occurred (which, for avoidance of doubt, shall account, not only for the loss of revenues, if any, but as well for the expense savings expected to be realized), in each case as reasonably determined by the Loan Parties; and

2. (a) if, during any Measurement Period, (x) any Loan Party or any of its Subsidiaries acquires any Equity Interests in any Project Company, or (y) any Loan Party or any of its Subsidiaries (including any Project Company) acquires any property with a value in excess of US$5,000,000, the determination of Covenant Cash Flow shall be made on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a) , (b) or (c) ; provided , that:

(i) for the relevant Acquisition Date and the Measurement Period in which such acquisition first occurs, that portion of the Covenant Cash Flow derived or to be derived from the acquired Equity Interests and/or other property shall be equal to the amount projected therefor by the Loan Parties for the four (4) fiscal quarters to occur immediately after the Measurement Period in which such acquisition first occurs;

(ii) for each of the four (4) Measurement Periods to occur immediately after the Measurement Period in which such acquisition first occurs, the Covenant Cash Flow shall progressively include the actual amount of Covenant Cash received by OpCo and US Holdings, as the case may be, and derived or to be derived from the acquired Equity Interests and/or other property, in each fiscal quarter thereafter to occur (as each such fiscal quarter elapses) together with the Loan Parties’ projections of such Covenant Cash Flow in the unexpired quarters thereafter to occur until four (4) full fiscal quarters shall have elapsed;

(iii) for the Measurement Period in which such acquisition first occurs and for each of the four (4) Measurement Periods to occur immediately thereafter, the actual Covenant Cash Flow derived from the acquired asset from the applicable Acquisition Date to the end of the Measurement Period in which such acquisition first occurs shall be disregarded for the purpose of determining compliance with the financial covenants contained in Section 6.13;

(iv) for the purpose of projecting the interest to accrue on any associated borrowing of the Loans or any other indebtedness incurred for the purpose of making such Acquisition, the Borrowers shall assume that the interest rate applicable to such borrowing as of the applicable borrowing date shall apply for the entire term of such projections; provided that, to the extent that as of the

date of any supplemental determination thereof, the rate applicable to such borrowing has changed upon the conversion or continuation of any Interest Period applicable to such borrowing, such new rate shall be the rate applicable for any remaining projections in respect of such borrowing, but shall be similarly adjusted if the applicable interest rate is different as of any subsequent date of determination; and

(v) all projections made with respect to any indebtedness after the date of borrowing shall also take into account all prepayments made prior to the date of such determination;

in each case as reasonably determined by the Loan Parties; and

(b) in respect of a Qualifying Project during any Measurement Period, the determination of Covenant Cash Flow shall be made on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a) , (b) or (c) ; provided , that :

(i) for each applicable Measurement Period prior to the Commercial Operation Date of such Qualifying Project (but including the fiscal quarter in which such Commercial Operation Date occurs), an amount to be approved by the Administrative Agent (such approval not to be unreasonably conditioned, delayed or withheld) as the projected Covenant Cash Flow of OpCo and US Holdings and their respective Subsidiaries with respect to such Qualifying Project for the four (4) fiscal quarters to occur immediately after such Measurement Period, which may, at the Loan Parties’ option, be added to actual Covenant Cash Flow for the relevant Measurement Period; provided that if the actual Commercial Operation Date for any Qualifying Project does not occur by the scheduled Commercial Operation Date for such Qualifying Project, then the foregoing amount shall be reduced, for fiscal quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or delay then estimated by the Loan Parties, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days, but not more than 270 days, 50%, (iv) longer than 270 days, but not more than 365 days, 75%, and (v) longer than 365 days, 100%; provided , further , that the actual Covenant Cash Flow derived from the relevant Qualifying Project prior to the Commercial Operation Date for such Qualifying Project shall be disregarded for the purpose of determining compliance with the financial covenants contained in Section 6.13;

(ii) beginning with the first full Measurement Period following the Commercial Operation Date of such Qualifying Project, and for each of the two (2) Measurement Periods to occur immediately thereafter, (x) an amount equal to the projected Covenant Cash Flow of OpCo and US Holdings and their respective Subsidiaries attributable to such Qualifying Project (determined in the same

manner as set forth in clause (i) above) for the balance of the four (4) full fiscal quarter period following such Commercial Operation Date may, at the Loan Parties’ option, be added to the actual Covenant Cash Flow of OpCo and US Holdings for such fiscal periods, and (y) the projected Covenant Cash Flow shall progressively include the actual amount of Covenant Cash Flow received by OpCo and US Holdings, as the case may be, and derived or to be derived from the relevant Qualifying Project, in each fiscal quarter thereafter to occur (as each such fiscal quarter elapses) together with the Loan Parties’ projections of such Covenant Cash Flow in the unexpired quarters thereafter to occur until four (4) full fiscal quarters shall have elapsed;

(iii) for the purpose of projecting the interest to accrue on any associated borrowing of the Loans or any other indebtedness incurred to finance such Qualifying Project, the Borrowers shall assume that the interest rate applicable to such borrowing as of the applicable borrowing date shall apply for the entire term of such projections; provided that, to the extent that as of the date of any supplemental determination thereof, the rate applicable to such borrowing has changed upon the conversion or continuation of any Interest Period applicable to such borrowing, such new rate shall be the rate applicable for any remaining projections in respect of such borrowing, but shall be similarly adjusted if the applicable interest rate is different as of any subsequent date of determination; and

(iv) all projections made with respect to any indebtedness after the date of borrowing shall also take into account all prepayments made prior to the date of such determination;

in each case as reasonably determined by the Loan Parties; provided that (x) no such adjustments shall be allowed with respect to any Qualifying Project unless, not later than 15 days or such lesser number of days as may be agreed to by the Administrative Agent in its sole discretion prior to the delivery of the relevant Compliance Certificate required to be delivered pursuant to Section 6.04(b) or (c) , to the extent any adjustments in respect of any Qualifying Project will be made to Covenant Cash Flow in determining compliance with Section 6.13 , the Loan Parties shall have delivered to the Administrative Agent a Certificate in the form of Exhibit H (which, for the avoidance of doubt, shall, in the case of any particular Qualifying Project, be required to be delivered only once which shall be prior to the first Measurement Period for which Covenant Cash Flow is to be adjusted as aforesaid in respect of such Qualifying Project), and prior to the date such Compliance Certificate is required to be delivered, the Administrative Agent shall have approved (such approval not to be unreasonably withheld, conditioned or delayed) such projections; and (y) the aggregate Pro Forma Effect upon Covenant Cash Flow attributable to such Qualifying Project during any Measurement Period shall not exceed 30% of actual Covenant Cash Flow for the Measurement Period in which such determination is being made.

“ Pro Rata Share ” means, as to any Lender at any time, the percentage equivalent (expressed as a decimal) at such time of such Lender’s Commitment divided by the combined

Commitments of all of the Lenders at such time.

“ Project ” has the meaning specified in the definition of “Project Company”.

“ Project Company ” means (a) each entity listed on Schedule 5.14 , and (b) any new direct or indirect Subsidiary or any joint venture of any Loan Party that, after the Agreement Effective Date, is created or acquired by any Loan Party and is the direct or indirect owner or lessee, or intended to become the direct or indirect owner, lessee or developer of all or any portion of any generating, transmission, distribution or other operating assets, or assets relating thereto (in each such case, a “ Project ”), together with the direct and indirect parents and subsidiaries of such Person, but excluding any Loan Party and any direct or indirect owner of any Equity Interest in any such Loan Party.

“ Project Company HoldCo ” means, in respect of any Project Company, a direct or indirect parent entity of such Project Company that is the Borrower in respect of any Backleverage Indebtedness with respect to such Project Company.

“ Project Company HoldCo Parent ” means, in respect of any Project Company HoldCo, a direct or indirect parent entity of such Project Company HoldCo that is required to, or would be customarily expected to, provide a guarantee and/or encumber its assets in connection with any Backleverage Indebtedness with respect to such Project Company.

“ Project-Level Indebtedness ” means any Funded Debt or other debt or equity financing (including, without limitation, any tax-equity financing) of the Project Companies, including any extension, renewal, replacement or refinancing thereof from time to time.

“ Qualified ECP Guarantor ” shall mean, at any time, each Loan Party with total assets exceeding US$10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualifying Project ” means the construction or expansion of any capital project of the Borrowers or any of their respective Subsidiaries, which satisfies the following: (a) the aggregate capital cost of which exceeds, or is reasonably expected by the Borrowers to exceed, $10,000,000, and (b) for which there is a defined start date and identifiable completion date. Without limiting the generality of the foregoing, “Qualifying Project” shall include capital assets acquired by a Person that is not a Subsidiary to which a Loan Party has made a capital contribution and has, or after such capital contribution will have, directly or indirectly, an equity interest, to fund such Loan Party’s pro rata share of the acquisition, construction, development, replacement, expansion of, or addition or improvement to, such capital assets, if and to the extent such acquisition, construction, development, replacement, expansion of, or addition or improvement is made to increase over the long-term, the operating capacity, operating income or operating cash flow of such Person from the operating capacity or operating income of the Loan Parties and their Subsidiaries or such Person, as the case may be, existing immediately prior to such acquisition, construction, development, replacement, expansion, addition, improvement or capital contribution. For purposes of this definition, “long-term” generally refers to a period of not less than twelve (12) months.

“ Rating Agency ” means any of Fitch Ratings, Moody’s Investors Service, Inc. or S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.

“ Recipient ” means (a) any Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“ Register ” has the meaning specified in Section 11.06(c) .

“ Regulations A, D, U and X ” means, respectively, Regulations A, D, U and X of the Federal Reserve Board, as the same may be modified and supplemented and in effect from time to time.

“ Related Parties ” means, with respect to any Person, such Person’s affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s affiliates.

“Removal Effective Date ” has the meaning specified in Section 10.07(b) .

“ Requirement of Law ” means, as to any Person, any law (statutory or common), treaty, rule or regulation or final, non-appealable determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Resignation Effective Date ” has the meaning specified in Section 10.07(a) .

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 7.01 , the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II , any other officer of a Borrower so designated by any of the foregoing officers in a notice to the Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“ Revaluation Date ” means with respect to any Obligation denominated in Canadian Dollars, each of the following: (a) the date of each Borrowing and repayment hereunder, and each Interest Payment Date, and (b)(i) each date of issuance of any such Letter of Credit, (ii) each date of an amendment to any such Letter of Credit having the effect of increasing the amount thereof, and (iii) each date of any payment by the applicable Issuing Bank of any such

Letter of Credit, and (c) such additional dates as the Agent or any applicable Issuing Bank shall determine or the Majority Lenders shall require.

“ RoFo Agreement ” means the Amended and Restated Right of First Offer Agreement dated as of August 4, 2017 entered into among NEE Partners, OpCo and NEER as in effect on the Agreement Effective Date and without giving effect to any amendments that would have a Material Adverse Effect.

“ Sanction(s )” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Section 6.14 that is entered into by and between any Loan Party and any Hedge Bank.

“ Secured Parties ” has the meaning specified in the Intercreditor Agreement.

“ Security Agreement ” means the Canadian Security Agreement and the U.S. Security Agreement.

“ Security Agreement Supplement ” has the meaning specified in Section 19(b) of the U.S. Security Agreement.

“ Security Documents ” has the meaning given such term in the Intercreditor Agreement.

“ Senior Creditors ” has the meaning specified in the Intercreditor Agreement.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 9.10 ).

“ Spot Rate ” for any currency means the foreign exchange rate that the Agent or the applicable Issuing Bank, determines to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Agent or the Issuing Bank may obtain such spot rate from another financial institution designated by the Agent or the Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in Canadian Dollars.

“ Standard & Poor’s ” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.

“ Subsidiary ” means any corporation, association, trust, limited liability company, limited partnership or other business entity of which any Loan Party shall at any time own directly or indirectly through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding Voting Stock (including through the direct or indirect ownership of a majority of the capital and profits or equity interest).

“ Swap Contract ” has the same meaning as “ Hedge Agreement ” above.

“ Swap Obligations ” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in the immediately preceding clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include, but need not be limited to, a Lender or any Affiliate of a Lender).

“ Synthetic Lease Obligation ” means the monetary obligation of OpCo or US Holdings, as applicable, or any of its Subsidiaries under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Third-Party Provided Funded Debt ” has the meaning specified in Section 6.14(e).

“ Total Assets ” means, as at any date of determination, the assets of OpCo and its Subsidiaries or US Holdings, as applicable, determined on a consolidated basis and without duplication.

“ Total Capitalization ” means, in respect of OpCo or US Holdings, as the case may be, the sum of Funded Debt plus equity appearing on the consolidated balance sheet of OpCo or US Holdings, as the case may be, and their respective consolidated Subsidiaries (including without limitation, common equity, preferred stock and any such other equity classifications as may be permitted by generally accepted accounting principles), prepared as of the end of a fiscal quarter in accordance with generally accepted accounting principles consistent with those applied in preparation of OpCo’s or US Holdings’, as the case may be, financial statements (other than as consolidated on the balance sheet of OpCo or US Holdings, as the case may be, and their respective Subsidiaries solely as a result of the operation of the variable interest entity provisions in FASB ASC 810, and without giving effect to any change to Funded Debt or equity as a result of the operation of FASB ASC 715).

“ Tracking Interests ” means classes of Equity Interests that are entitled to distributions for specifically identified assets but do not carry any preferred return or other preferred interest.

“ Type ” has the meaning specified in Section 1.02(h) .

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Unrestricted Project Company ” means, in connection with any Project-Level Indebtedness or Backleverage Indebtedness of any Project or Projects, any Project Company (other than any tax equity partnership) in the group of Project Companies associated with such Project or Projects that is not required to, or would not be customarily expected to, provide a guarantee and/or encumber its assets in connection with such Project-Level Indebtedness or Backleverage Indebtedness. For the avoidance of doubt, “Unrestricted Project Company” shall not include any Project Company HoldCo or Project Company HoldCo Parent.

“ US Holdings Funded Debt ” means, as of any date of determination, Funded Debt of US Holdings and its Subsidiaries (but not including any Funded Debt of the Project Companies).

“ US Holdings Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Adjusted Covenant Cash Flow of US Holdings to (b) Interest Charges of US Holdings, in each case, for the most recently completed Measurement Period.

“ US Holdings Leverage Ratio ” means, as of any date of determination, the ratio of (a) US Holdings Funded Debt as of such date (excluding US Holdings’ Guarantee of the Canadian Holdings Funded Debt hereunder) to (b) Adjusted Covenant Cash Flow of US Holdings for the most recently completed Measurement Period.

“ U.S. Security Agreement ” means that certain Amended and Restated Security Agreement, dated as of the date hereof, by and among US Holdings, OpCo and the Collateral Agent, in substantially the form of Exhibit E-2 hereto.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in paragraph (ii) of Section 4.08(g) .

“ Voting Stock ” means stock or similar interest of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

“ Withholding Agent ” means the Loan Parties and the Agents.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02 Rules of Interpretation .


(a)	A reference to any document or agreement shall include such document or agreement, including any schedules or exhibits thereto, as any of same may be amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.


(b)	The singular includes the plural and the plural includes the singular.


(c)	A reference to any law includes any amendment or modification to such law.


(d)	A reference to any Person includes its permitted successors and permitted assigns.


(e)	The words “include,” “includes” and “including” are not limiting.


(f)	References to any particular “Article,” “Section,” “Preamble,” “Schedule” or “Exhibit” refers to the corresponding Article, Section, Preamble, Schedule or Exhibit of this Agreement unless otherwise indicated.


(g)	The words “herein,” “hereof,” “hereunder,” “hereto” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.


(h)	Loans hereunder are distinguished by “Type”. The “ Type ” of a Loan refers to whether

such Loan is a Base Rate Loan, a Canadian Prime Rate Loan, a Eurodollar Rate Loan or a CDOR Loan, each of which constitutes a Type.

Section 1.03 Accounting Matters. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with generally accepted accounting principles, as in effect from time to time; provided that, if OpCo notifies the Agent that OpCo requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Agreement Effective Date in generally accepted accounting principles or in the application thereof on the operation of such provision (or if the Agent notifies OpCo that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such Notice is given before or after such change in generally accepted accounting principles or in the application thereof, then (a) such provision shall be interpreted on the basis of generally accepted accounting principles as in effect and applied immediately before such change shall have become effective until such Notice shall have been withdrawn or such provision amended in accordance therewith and (b) OpCo shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations made before and after giving effect to such change in generally accepted accounting principles.

Section 1.04 Exchange Rates; Dollar Equivalents .

(a)

The Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts determined in Canadian Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. The applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent amount as so determined by the Agent or the applicable Issuing Bank, as applicable.

(b)

Whenever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in Canadian Dollars, such amount shall be the Dollar Equivalent of such Dollar amount (rounded to the nearest unit of Canadian Dollars, with 0.5 of a unit being rounded upward), as determined by the Agent or the applicable Issuing Bank, as applicable.

Section 1.05 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of such Letter of Credit in effect at such time; provided , however , with respect to any Letter of Credit that, by its terms or the terms of any L/C Related Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE 2

LOANS

Section 2.01 Commitments to Lend. Each Lender severally agrees, on the terms of this Agreement, to make Loans in Dollars or Canadian Dollars to the Borrower requesting such Loans for a period commencing on the Agreement Effective Date and terminating on the Commitment Termination Date applicable to such Lender, in an aggregate amount Outstanding at any one time (together with such Lender’s participations at such time in any Outstanding L/C Obligations) not to exceed such Lender’s Commitment. The Dollar Equivalent amount of the aggregate principal amount (without duplication) of all Loans and L/C Obligations at any one time Outstanding shall not exceed the aggregate amount of the Commitments at such time. Within the limits of the Commitment of each Lender, the Borrowers may borrow under this Section 2.01 , prepay pursuant to Section 2.09 and re-borrow under this Section 2.01 .

Section 2.02 Notice and Manner of Borrowing .

(a)

Each Borrower shall give a Borrowing Notice in substantially the form of Exhibit A-1 (or telephonic notice, promptly confirmed in writing) to the Agent prior to 11:00 a.m., New York, New York time (i) on the proposed Borrowing Date in the case of a Base Rate Loan or Canadian Prime Rate Loan and (ii) at least three (3) Eurodollar Business Days prior to the proposed Borrowing Date in the case of a Eurodollar Rate Loan or CDOR Loan, specifying (A) the Borrowing Date (which shall be a Business Day), (B) whether the requested Borrowing is of a Base Rate Loan, Canadian Prime Rate Loan, Eurodollar Rate Loan or CDOR Loan, or any combination thereof as permitted under the terms of this Article 2 , and the amount of each and (C) in the case of each Eurodollar Rate Loan and CDOR Loan, the initial Interest Period applicable thereto. The Agent shall give written or telephonic notice (confirmed in writing) to each Lender promptly upon receipt of such notice and, in the case of any requested Loan to be denominated in Canadian Dollars, to the Canadian Agent. Each Lender shall, in the case of any Loan denominated in Dollars, not later than 1:00 p.m., New York, New York time, on each Borrowing Date hereunder, make Immediately Available Funds in the amount of such Lender’s Loan available to the Agent at the office of the Agent, at its address set forth in Schedule I . Each Lender shall, in the case of any Loan denominated in Canadian Dollars, not later than 1:00 p.m., Toronto Ontario time, on each Borrowing Date hereunder, make Immediately Available Funds in the amount of such Lender’s Loan available to the Canadian Agent at the office of the Canadian Agent, at its address set forth in Schedule I . After the Agent’s or Canadian Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 7.02 , the Agent or Canadian Agent will make such funds available to the applicable Borrower by crediting such Borrower’s general deposit account with the Agent or Canadian Agent, as applicable.

(b)

Any notice delivered or given by a Borrower to the Agent as provided in this Section 2.02 shall be irrevocable and binding upon such Borrower upon receipt by the Agent. Each Borrowing shall be in the principal amount of US$10,000,000 or Cdn.$10,000,000 (as applicable) or any larger integral multiple of US$1,000,000 or Cdn.$1,000,000 (as applicable) or, in either case, the Dollar Equivalent thereof if in Canadian Dollars. In no event shall a Borrower select Interest Periods and Types of

Loans which would have the result that there shall be more than ten (10) different Interest Periods for Loans outstanding at the same time (for which purpose Interest Periods for Loans of different Types shall be deemed to be different Interest Periods even if the Interest Periods begin and end on the same dates).

(c)

Unless the Agent or Canadian Agent, as applicable, shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent or Canadian Agent, as applicable, such Lender’s ratable portion of such Borrowing, the Agent or Canadian Agent, as applicable, may assume that such Lender has made such portion available to the Agent or Canadian Agent, as applicable, on the date of such Borrowing in accordance with Section 2.02(a) and the Agent or Canadian Agent, as applicable, may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent or Canadian Agent, as applicable, such Lender and the applicable Borrower severally agree to repay to the Agent or Canadian Agent, as applicable, forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Agent or Canadian Agent, as applicable, at (i) in the case of such Borrower, the interest rate applicable at the time to Borrowings of such Type and (ii) in the case of such Lender, the Overnight Rate. If such Lender shall repay to the Agent or Canadian Agent, as applicable, such corresponding amount, such amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.


(d)	The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, but neither any Lender nor the Agent shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.

Section 2.03 Facility Fee . OpCo, for the account of the Borrowers, agrees to pay or cause to be paid to the Agent for account of each Lender a per annum Facility Fee (the “ Facility Fee ”) on the daily average amount of such Lender’s Commitment, for the period from and including the Agreement Effective Date (or such later date as such Lender incurs a Commitment hereunder) to but not including the later of the date such Lender’s Commitment is terminated and the repayment of the Loans in full, equal to the Applicable Rate multiplied by the daily average amount of such Lender’s Commitment for such period; provided that, for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any Facility Fee (and OpCo shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

The Facility Fee shall be payable to the Agent for account of each Lender (a) quarterly in arrears on the last day of each March, June, September and December, commencing on December 31, 2017, and (b) on the earlier of (i) the date the Commitments are terminated in full and (ii) the Loan Maturity Date of the applicable Lender.

Section 2.04 Interest .


(a)	Each of the Loans shall bear interest at the following rates:


(i)	To the extent that all or any portion of any Loan is a Base Rate Loan, such Loan or such portion shall bear interest at a rate per annum equal to the sum of (A) the Base Rate, plus (B) the Applicable Rate.


(ii)	To the extent that all or any portion of any Loan is a Canadian Prime Rate Loan, such Loan or such portion shall bear interest at a rate per annum equal to the sum of (A) the Canadian Prime Rate, plus (B) the Applicable Rate.


(iii)	To the extent that all or any portion of any Loan is a Eurodollar Rate Loan, such Loan or such portion shall bear interest during each applicable Interest Period at a rate per annum equal to the sum of (A) the Eurodollar Rate, plus (B) the Applicable Rate.


(iv)	To the extent that all or any portion of any Loan is a CDOR Loan, such Loan or such portion shall bear interest during each applicable Interest Period at a rate per annum equal to the sum of (A) CDOR, plus (B) the Applicable Rate.


(b)	Each Borrower promises to pay interest on each Loan made to it or any portion thereof Outstanding in arrears on (i) each Interest Payment Date applicable to such Loan and (ii) upon the payment or prepayment thereof or the Conversion thereof to a Loan of another Type (but only on the principal amount so paid, prepaid or Converted).

(c)

Overdue principal of the Loans, and to the extent permitted by applicable law, overdue interest on the Loans and all other overdue amounts payable hereunder or under any Notes as may be issued hereunder, shall bear interest payable on demand, in the case of (i) overdue principal of or overdue interest on any Loan, at a rate per annum equal to two percent (2%) above the rate then applicable to such Loan and (ii) any other overdue amounts, at a rate per annum equal to two percent (2%) above the Base Rate, in each case until such amount shall be paid in full (after, as well as before, judgment).

Section 2.05 Computation of Interest and Fees .


(a)	The Agent shall give prompt Notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.04(a)(i) , (ii) or (iii) .

(b)

In the event, prior to the commencement of any Interest Period relating to any Eurodollar Rate Loans or CDOR Loans, any Lender (in this context, an “ Affected Lender ”) determines that (i) adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate or CDOR, as the case may be, that would otherwise determine the rate of interest to be applicable to any Eurodollar Rate Loans or CDOR Loans or (ii) the Eurodollar Rate or CDOR will not adequately reflect the cost to such Affected Lender of making, funding or maintaining its Eurodollar Rate Loans or CDOR Loans, during any Interest Period, such Affected Lender shall forthwith give Notice of such determination

(which shall be conclusive and binding on the applicable Borrower) to the applicable Borrower and the Agent. In the event that the Agent receives such notices from Affected Lenders who collectively comprise the Majority Lenders, the Agent shall forthwith give Notice of such fact to the applicable Borrower and the Lenders, and as a result thereof, (x) any Interest Rate Notice with respect to Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be automatically withdrawn and any Interest Rate Notice shall be deemed a request for a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, to the requested currency, (y) each Eurodollar Rate Loan or CDOR Loan will automatically, on the last day of the then current Interest Period thereof, become a Base Rate Loan or a Canadian Prime Rate Loan, as applicable, to the requested currency, and (z) the obligations of the Lenders to make Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be suspended until the Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent, upon the instruction of the Majority Lenders, shall so notify the applicable Borrower and the Lenders. Each Affected Lender agrees that it shall forthwith give Notice of such fact to the Borrowers and the Agent at such time as the circumstances described in the first sentence of this Section 2.05(b ) no longer pertain to it.


(c)	On the date on which the aggregate unpaid principal amount of Eurodollar Rate Loans or CDOR Loans comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than US$10,000,000 or Cdn.$10,000,000 (as applicable), such Loans shall automatically Convert into Base Rate Loans or Canadian Prime Rate Loans, as applicable.

(d)

Upon the occurrence and during the continuance of any Event of Default (i) each Eurodollar Rate Loan and CDOR Loan will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable, to the requested currency and (ii) the obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans or CDOR Loans, as the case may be, shall be suspended.

(e)

If, as a result of any restatement of or other adjustment to the financial statements of OpCo or for any other reason, the Borrowers or the Lenders determine that (i) the OpCo Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the OpCo Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders or the Issuing Banks, as the case may be, promptly within five (5) Business Days of demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or any Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of any Agent, any Lender or any Issuing Bank, as the case may be, under Section 3.03(c) , 3.07(b) or 2.04(c) or under Article 8 . The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Section 2.06 Commitment Reduction .

The Borrowers shall have the right, exercisable at any time and from time to time, upon two (2) Business Days written notice to the Agent (or telephonic notice promptly confirmed in writing), to terminate in whole or reduce in part the Commitments; provided that each partial reduction of the Commitments shall be in an amount of US$10,000,000 or integral multiples of US$1,000,000 in excess thereof and applied to reduce the Commitments of the Lenders ratably in accordance with their respective Commitments; and provided further that the Commitments may not be reduced to any amount less than the aggregate principal amount (without duplication) of all Loans and L/C Obligations Outstanding at the time of any such reduction.

Section 2.07 Interest Rate Conversion and Continuation Options .

(a)

Each Borrower may, subject to Section 2.05(b) , Section 2.05(d) and Section 4.03 , elect from time to time to Convert all or any portion of any Loan made to it to a Loan of another Type available for the same currency, provided that (i) with respect to any such Conversion of all or any portion of any Eurodollar Rate Loan or CDOR Loan to a Base Rate Loan or Canadian Prime Rate Loan, such Borrower shall give the Agent an Interest Rate Notice (or telephonic notice promptly confirmed in writing) at least one (1) Business Day prior to such Conversion; (ii) in the event of any Conversion of all or any portion of a Eurodollar Rate Loan or CDOR Loan into a Loan of another Type prior to the last day of the Interest Period relating thereto, such Borrower shall indemnify each Lender in respect of such Conversion in accordance with Section 4.07 ; (iii) with respect to any such Conversion of all or any portion of a Base Rate Loan or a Canadian Prime Rate Loan to a Eurodollar Rate Loan or CDOR Loan, such Borrower shall give the Agent an Interest Rate Notice (or telephonic notice promptly confirmed in writing) at least three (3) Eurodollar Business Days prior to such election, and such Conversion shall be effective on the first day of an Interest Period; and (iv) no Loan may be Converted into a Eurodollar Rate Loan or CDOR Loan when any Default has occurred and is continuing. All or any part of any Loans of any Type may be Converted as specified herein, provided that partial Conversions shall be in an aggregate principal amount of US$10,000,000 or Cdn.$10,000,000 (as applicable) or any larger integral multiple of US$1,000,000 or Cdn.$1,000,000 (as applicable). The Agent shall notify the Lenders promptly of each such Interest Rate Notice made by a Borrower. Each Interest Rate Notice relating to the Conversion of all or any portion of any Base Rate Loan or Canadian Prime Rate Loan to a Eurodollar Rate Loan or CDOR Loan shall be irrevocable by the applicable Borrower.

(b)

Eurodollar Rate Loans and CDOR Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the applicable Borrower with the notice provisions contained in Section 2.07(a) ; provided that no Eurodollar Rate Loan or CDOR Loan may be continued as such when any Default has occurred and is continuing, but shall be automatically Converted to a Base Rate Loan, or a Canadian Prime Rate Loan, as applicable, on the last day of the first Interest Period that ends during the continuance of any Default of which the officers of the Agent active upon the applicable Borrower’s account have actual knowledge. The Agent shall notify the Lenders promptly when any such automatic Conversion contemplated by this Section 2.07 is scheduled to occur.

(c)

Any Conversion to or from Eurodollar Rate Loans or CDOR Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all Eurodollar Rate Loans and CDOR Loans having the same Interest Period shall not be less than US$10,000,000 or Cdn.$10,000,000 (as applicable) or any integral multiple of US$1,000,000 or Cdn.$1,000,000 (as applicable) in excess thereof.

(d)

Except to the extent otherwise expressly provided herein, (i) the funding of Loans by the Lenders hereunder, the Conversion or continuation of Loans of a particular Type hereunder, the allocation of fees hereunder, the termination or reduction of the amount of the Commitments hereunder, shall, in each case, be effected ratably among the Lenders in accordance with the amounts of their respective Commitments and (ii) each payment of interest on Loans by a Borrower shall be made for account of the Lenders ratably in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

(e)

Upon the expiration of any Interest Period, the applicable Borrower shall be deemed to have requested a new Interest Period of equal duration as the immediately preceding Interest Period or an Interest Period of three (3) months, whichever is shorter, unless, at least three (3) Business Days prior to said expiration, such Borrower shall have delivered to the Agent in accordance with Section 11.02 an Interest Rate Notice (or telephonic notice promptly confirmed in writing) specifying a new Interest Period of a different duration.

Section 2.08 Mandatory Payment of Principal of Loans. Each Borrower unconditionally promises to pay to the Agent for account of each Lender the entire unpaid principal amount of such Lender’s Loans made to such Borrower Outstanding on the Loan Maturity Date applicable to such Lender plus all accrued and unpaid interest thereon and each Lender’s Loans shall mature on the Loan Maturity Date applicable to such Lender.

Section 2.09 Prepayments .

(a)

Optional . The Borrowers shall have the right, at any time and from time to time, to prepay the Loans in whole or in part, without penalty or premium, upon not less than three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Agent, in the case of Eurodollar Rate Loans and CDOR Loans and same day written notice (or telephonic notice promptly confirmed in writing) to the Agent in the case of Base Rate Loans or Canadian Prime Rate Loans; provided that (i) each prepayment shall be in the principal amount of US$10,000,000 or Cdn.$10,000,000 (as applicable) or any larger integral multiple of US$1,000,000 or Cdn.$1,000,000 (as applicable), or equal to the remaining principal balance outstanding under such Loan if such balance is less than US$10,000,000 or Cdn.$10,000,000 (as applicable), (ii) each partial prepayment of the Loans shall be allocated among the Lenders, in proportion, as nearly as practicable, to the respective outstanding amount of each Lender’s Loan made available to such Borrower, with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion, and (iii) in the event that a Borrower shall prepay any portion of any Eurodollar Rate Loan or CDOR Loan prior to the last day of

the Interest Period relating thereto, such Borrower shall indemnify each Lender in respect of such prepayment made by it in accordance with Section 4.07 .

(b)

Mandatory . (i) The Borrowers shall, on any Business Day on which the Dollar Equivalent amount of the aggregate principal amount (without duplication) of all their respective Loans and L/C Obligations then Outstanding exceeds the aggregate amount of the Commitments at such time, make a mandatory prepayment of their respective Loans and/or Cash Collateralize (or provide the applicable Issuing Bank(s), a letter of credit or enter into other arrangements as are reasonably satisfactory to the Borrowers, such Issuing Bank and the Lenders in order reasonably to mitigate the applicable currency risk of) L/C Obligations then Outstanding in an amount equal to such excess.

(ii) Upon the incurrence or issuance by any Loan Party of any Funded Debt (other than Funded Debt not prohibited to be incurred or issued pursuant to Section 6.14), the applicable Borrower shall prepay an aggregate principal amount of Loans made to such Borrower (and, to the extent provided herein, Cash Collateralize L/C Obligations) in an amount equal to 100% of all Net Cash Proceeds received by any Loan Party therefrom, promptly upon receipt thereof by such Loan Party, provided that such prepayment shall not reduce the Commitments.

Section 2.10 Evidence of Indebtedness and Notes.

(a)

The Loans made by each Lender and the Letters of Credit issued by each Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or Issuing Bank, as applicable, and by the Agent in the ordinary course of business. The accounts or records maintained by the Agent and each Lender and each Issuing Bank shall be conclusive absent manifest error. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to their respective obligations hereunder. In the event of any conflict between the accounts and records maintained by any Lender or Issuing Bank and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. In addition, each Lender, Issuing Bank and the Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender or Issuing Bank of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Agent and the accounts and records of any Lender and Issuing Bank in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error.

(b)

If specifically requested by any particular Lender in writing furnished to a Borrower, such Borrower’s obligation to pay the principal of, and interest on, the Loans made to it by such Lender shall be evidenced by a promissory note duly executed and delivered by such Borrower, such Note to be substantially in the form of Exhibit B with blanks appropriately completed in conformity herewith (each, a “ Note ” and, collectively, the “ Notes ”).


(c)	Any Note as may be issued to any Lender pursuant to Section 2.10(b) shall (i) be payable

to the order of such Lender, (ii) be dated as of the Agreement Effective Date or such later date on which such Note is issued to Lender, (iii) be in a stated maximum principal amount equal to the Commitment of such Lender, (iv) mature on the Loan Maturity Date applicable to such Lender, (v) bear interest as provided in this Agreement, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.

(d)

Each Lender will detail on its internal records the amount of each Loan made by it and each payment in respect thereof, and if such amounts are evidenced by a Note, such Lender will, prior to any transfer of any such Note, endorse on the reverse side thereof and specify the outstanding principal amount of Loans evidenced thereby. Failure to make such notation shall not affect the applicable Borrower’s obligations in respect of the Loans made to it.


(e)	Each Lender, Issuing Bank and the Agent will advise the Borrowers of the outstanding indebtedness hereunder to such Party upon written request therefor.

Section 2.11 Extension of Commitment Termination Date.

(a)

At least sixty (60) days but not more than ninety (90) days prior to any anniversary of the Agreement Effective Date, the Loan Parties, by Notice to the Agent, may request an extension of the Commitment Termination Date by one year. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than thirty (30) days following the date of such Notice (the “ Consent Date ”), notify the Loan Parties and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Loan Parties in writing of its consent to any such request for extension of the Commitment Termination Date applicable to such Lender by the Consent Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Loan Parties not later than five (5) days following the Consent Date of the decision of the Lenders regarding the Loan Parties’ request for an extension of the Commitment Termination Date applicable to each Lender.

(b)

If all Lenders consent in writing to any such request in accordance with Section 2.11(a) , the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the applicable anniversary date (the “ Extension Date ”), be extended for one year; provided that on such Extension Date the applicable conditions set forth in Section 7.01 (c) , (d) and (f) shall be satisfied and the Borrowers shall have delivered to the Agent a certificate stating that:

(i)

the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects ( except to the extent that such representations and warranties expressly relate to an earlier date, provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects and provided , further , that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial

statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b) , and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); and


(ii)	there exists no Default.

If less than all Lenders consent in writing to any such request in accordance with Section 2.11(a) , the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the Extension Date and subject to Section 2.11(d) , be extended as to those Lenders that so consented (each a “ Consenting Lender ”) but shall not be extended as to any other Lender (each a “ Non-Consenting Lender ”). To the extent that the Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.11 and the Commitment of such Lender is not assumed in accordance with Section 2.11(c ) on or prior to the Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such non-extended Commitment Termination Date applicable to such Lender without any further notice or other action by the Loan Parties, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Section 4.04 , Section 4.05 , Section 4.08 and Section 11.04 , and its obligations under Section 10.05 , shall survive the Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Loan Parties for any requested extension of the Commitment Termination Date applicable to any such Lender.

(c)

If less than all Lenders consent to any such request pursuant to Section 2.11(a) , the Loan Parties may arrange prior to the Extension Date for one or more Consenting Lenders or Eligible Assignees (each such Eligible Assignee, an “ Assuming Lender ”) to purchase and assume, effective as of the Extension Date, any Non-Consenting Lender’s Loans, Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; and provided that:


(i)	any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees owing to such Non-Consenting Lender as of the effective date of

such assignment;


(ii)	all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and


(iii)	with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.06(b ) for such assignment shall have been paid;

provided further that such Non-Consenting Lender’s rights under Sections 4.04 , Section 4.05 , Section 4.08 and Section 11.04 , and its obligations under Section 10.05 , shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Loan Parties and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Loan Parties, each Issuing Bank and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Loan Parties and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.11 shall have delivered to the Agent any Note or Notes as may be held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) through (iii) of the first sentence of this Section 2.11(c) , each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders.

(d)

If (after giving effect to any assignments or assumptions pursuant to Section 2.11(c )) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to the requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than one (1) Business Day prior to such Extension Date, the Agent shall so notify the Loan Parties’, and subject to (A) the satisfaction of the conditions in Section 7.01 (c) , (d) and (f) , and (B) the Loan Parties’ delivery to the Agent a certificate stating that:

(i)

the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects ( except to the extent that such representations and warranties expressly relate to an earlier date); provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects, and provided , further, that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to

the date of the certificate contemplated in this Section 2.11(d) , and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended through and including the date of such certificate or otherwise disclosed in writing prior to the Consent Date”); and


(ii)	there exists no Default,

the Commitment Termination Date applicable to each such Consenting Lender then in effect shall be extended for an additional one-year period, and all references in this Agreement, and in any Notes as may be issued hereunder, to the “ Commitment Termination Date ” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Commitment Termination Date as so extended. Promptly following the Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Commitment Termination Date of each such Consenting Lender in effect immediately prior thereto and shall thereupon record in the records of the Agent the relevant information with respect to each such Consenting Lender and each such Assuming Lender.


(e)	Notwithstanding anything herein to the contrary, the Borrowers shall be limited to two (2) extension requests pursuant to this Section 2.11 .

Section 2.12 Replacement of Lenders. If any Lender requests compensation under Section 4.04 or Section 4.05 , or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.08 , or if any Lender is not able to make or maintain its Loans or Commitments as a result of any event or circumstance contemplated in Section 4.03 , or if any Lender is a Non-Consenting Lender or a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon Notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 ), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:


(i)	any such assignment resulting from a claim against a Borrower for additional compensation pursuant to Section 4.04 or Section 4.05 or a requirement that a Borrower pay an additional amount pursuant to Section 4.08 has the effect of reducing the amount that such Borrower otherwise would have been obligated to pay under those sections;


(ii)	no such assignment shall conflict with applicable law;


(iii)	in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the assignee shall have consented to the requested extension of the Commitment Termination Date;


(iv)	the applicable Borrower shall have paid to the Agent the assignment fee specified in Section 11.06(b) ; and

(v)

such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, any accrued and unpaid interest thereon, any accrued and unpaid fees and other accrued and unpaid amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.07 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of any other accrued and unpaid amounts).

Section 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable by any Loan Party or NEE Partners (if the NEE Partners Guaranty is in effect) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable by such Loan Party or NEE Partners (if applicable) to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable by such Loan Party or NEE Partners (if applicable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable by such Loan Party or NEE Partners (if applicable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable by any Loan Party or NEE Partners (if applicable)) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable by such Loan Party or NEE Partners (if applicable)) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties and NEE Partners (if applicable) at such time) of payment on account of the Obligations owing (but not due and payable) by such Loan Party or NEE Partners (if applicable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable by such Loan Party or NEE Partners (if applicable) to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any

payment made by or on behalf of either of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 4.09 , or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to a Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply); and

(iii) in no event shall any Lender exercise any right of offset, counterclaim or otherwise against any assets of Canadian Holdings in respect of any Obligations of any other Loan Party or NEE Partners (if applicable).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and subject to the provisions of this Section 2.13, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Section 2.14 Increase in Commitments .

(a)

Borrower Request . The Borrowers may by written notice to the Agent elect to request (x) prior to the Final Loan Maturity Date, an increase to the existing Commitments (each, an “ Incremental Revolving Commitment ”) and/or (y) the establishment of one or more new term loan commitments (each, an “ Incremental Term Commitment ” and together with the Incremental Revolving Commitments, the “ Incremental Commitments ”), by an incremental aggregate amount not in excess of US$750,000,000 for total Commitments of up to US$1,500,000,000. Each such notice shall specify (i) the date (each, an “ Increase Effective Date ”) on which the Borrowers propose that the Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Agent and (ii) the identity of each Eligible Assignee to whom the Borrowers propose any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of US$10,000,000 or any whole multiple of US$1,000,000 in excess thereof ( provided that such amount may be less than US$10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).


(b)	Conditions . The Incremental Commitments shall become effective as of the applicable Increase Effective Date; provided that:

(i) the Increase Joinder (and any Notes that are to be provided by the applicable Borrower if one or more Lenders have, as of the Increase Date, requested Notes to be issued pursuant to Section 2.10 ) shall have been duly executed and delivered by the respective Parties hereto and thereto; provided that no Note shall be issued to any

Lender hereunder unless specifically requested by such Lender in writing to the Loan Parties;

(ii) the Agreement Effective Date shall have occurred;

(iii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(iv) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects and provided , further, that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.14(b) , and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date such certificate or otherwise disclosed in writing prior to the Consent Date”;

(v) [Intentionally blank].

(vi) the applicable Borrower shall make any breakage payments in connection with any adjustment of Loans pursuant to Section 4.07 ; and

(vii) the Loan Parties shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Agreement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Agent.


(c)	Terms of New Loans and Commitments . The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:

(i) terms and provisions of term loans made pursuant to any Incremental Term Commitment (each, an “ Incremental Term Loan ”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the existing Loans and to the extent that the terms and provisions of Incremental Term Loans are not identical to the existing Loans (except to the extent permitted by clause (iv) or (v) below) they shall be reasonably satisfactory to the Agent; provided that in any event the Incremental Term Loans must comply with clauses (iv) and (v) below;

(ii) [Reserved]

(iii) [Reserved];

(iv) the maturity date of Incremental Term Loans shall not be earlier than the then Final Loan Maturity Date;

(v) the Applicable Rate for Incremental Term Loans shall be determined by the Borrowers and the Lenders of the Incremental Term Loans; provided that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for Eurodollar Rate Loans by more than 25 basis points, then the Applicable Rate for Eurodollar Rate Loans and the Letter of Credit Fees (at each point in the table set forth in the definition of “Applicable Rate,” to the extent applicable) shall be increased to the extent necessary so that the Applicable Rate for the Incremental Term Loans is no greater than 25 basis points higher than the Applicable Rate for Eurodollar Rate Loans at the then applicable pricing level in the table set forth in the definition of “Applicable Rate”; provided , further , that in determining the Applicable Rate applicable to the Incremental Term Loans, (x) original issue discount (“ OID ”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Lenders of the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the Incremental Term Loans include a LIBOR or Base Rate “floor”, such LIBOR or Base Rate “floor,” respectively, shall be applicable to all Loans (or the difference between such floor for the Incremental Term Loans and any existing Loans shall be equated to an increase in the Applicable Rate for purposes of this clause (v));

(vi) any Incremental Revolving Facility shall be on terms applicable to the existing Loans and any Incremental Term Facility shall be on terms and pursuant to documentation reasonably acceptable to the Agent that is no more restrictive to the Borrowers and the Guarantors than those applicable to the existing Loans or any other Incremental Revolving Commitments or Incremental Term Loan Commitments, unless such other terms (1) apply only after the Final Loan Maturity Date of the existing Loans and each other Incremental Revolving Commitment or Incremental Term Loan Commitment at the time of incurrence of such Incremental Revolving Commitments or Incremental Term Loan Commitments, (2) shall also apply to the existing Loans or (3) in the case of Incremental Term Loan Commitments, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization to be determined, subject to clauses (iii), (iv) and (v) above and paragraph (f) below).

The Incremental Commitments shall be effected by a joinder agreement (the “ Increase Joinder ”) executed by the Loan Parties, the Agent and each Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 11.01 , the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or

appropriate, in the reasonable opinion of the Agent, to effect the provisions of this Section 2.14 . In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to Incremental Revolving Commitments. This Section 2.14 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.

(d)

Adjustment of Revolving Credit Loans . To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving Commitments, then each Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make a Loan or Loans, the proceeds of which will be used to prepay the Loans of the other Lenders immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Loans outstanding are held by the Lenders pro rata based on their Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Loans on such Increase Effective Date, the Lenders after giving effect to such Increase Effective Date shall make such Loans in accordance with Section 2.01 .


(e)	Making of New Term Loans . On any Increase Effective Date on which Incremental Term Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such Incremental Term Commitment shall make a term loan to the applicable Borrower in an amount equal to its Incremental Term Commitment.

(f)

Equal and Ratable Benefit. The Incremental Revolving Commitments and Incremental Term Commitments established pursuant to this paragraph shall constitute Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty and security interests created by the Security Documents, except that the new Loans may be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case, to the extent set forth in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such class of term loans or any such Incremental Revolving Commitments and Incremental Term Commitments.

ARTICLE 3

LETTERS OF CREDIT

Section 3.01 Letters of Credit .


(a)	On the terms and conditions set forth herein:


(i)	each of the Issuing Banks severally agrees in reliance upon the agreements of the other Lenders set forth in this Article 3 :


(A)	from time to time on any Business Day during the period from the Agreement Effective Date to the Commitment Termination Date

applicable to such Issuing Bank (or such earlier date as the Commitments of all Lenders shall have terminated in accordance with the terms hereof) to issue Letters of Credit denominated in Dollars and/or in Canadian Dollars for the account of the applicable Borrower and/or any one or more of its Subsidiaries and/or affiliates, and to amend or extend Letters of Credit previously issued by such Issuing Bank, in accordance with Section 3.02(c) and Section 3.02(d) , subject to the following limitations: (1) the Outstanding aggregate amount of all Letters of Credit issued by each Issuing Bank shall not exceed at any one time such Issuing Bank’s L/C Commitment at such time; and (2) the Outstanding aggregate amount of all Letters of Credit issued by the Issuing Banks shall not exceed at any one time an amount equal to the Commitments of the Lenders at such time less the Outstanding aggregate principal sum of the Loans and L/C Obligations at such time, and


(B)	to honor drafts drawn under, and in compliance with, the terms and conditions of Letters of Credit.

(ii)

The Lenders severally agree to participate in Letters of Credit issued for the account of the applicable Borrower and/or any one or more of its Subsidiaries and/or affiliates; provided , that the Issuing Banks shall not be obligated to issue, and no Lender shall be obligated to participate in, any Letter of Credit if, as of the date of issuance of such Letter of Credit (the “ Issuance Date ”) and after giving effect thereto, the Dollar Equivalent amount of the aggregate principal amount (without duplication) of all the Loans and L/C Obligations Outstanding exceeds or would exceed the Commitments of all Lenders.


(iii)	Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving and, accordingly, the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.


(b)	The Issuing Banks shall not issue any Letter of Credit if, to any such Issuing Bank’s knowledge:

(i)

any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Bank shall prohibit or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Agreement Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not

applicable on the Agreement Effective Date and which such Issuing Bank in good faith deems material to it;


(ii)	such Issuing Bank has received Notice from any Lender, the Agent or the applicable Borrower, on or prior to the Business Day prior to the requested date of issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article 7 is not then satisfied;

(iii)

the expiry date of any requested Letter of Credit is more than one year after the date of issuance or is after the Commitment Termination Date of the applicable Issuing Bank or any Commitment Termination Date following which the aggregate amount of the Commitments remaining would not be at least equal to the aggregate principal amount of the Loans and L/C Obligations (taking into account the amount of the requested Letter of Credit) Outstanding as of the Issuance Date of such requested Letter of Credit;


(iv)	any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to such Issuing Bank, or the issuance of a Letter of Credit shall violate any applicable policy of such Issuing Bank;


(v)	the applicable Issuing Bank does not, as of the requested date of issuance for such Letter of Credit, issue Letters of Credit in Canadian Dollars if requested by the applicable Borrower;


(vi)	the applicable Issuing Bank has not, as of the requested date of issuance for any Letter of Credit that a Borrower has requested in Canadian Dollars, consented to issue such Letter of Credit in Canadian Dollars;

(vii)

any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the applicable Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 4.10(a)(i) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(viii)

in the case of a Letter of Credit to be issued for the account of a Subsidiary or an affiliate of a Borrower, such Issuing Bank shall not have received such statements in substance and form reasonably satisfactory to such Issuing Bank as such Issuing Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Federal Reserve Board, including, without limitation, applicable “know your customer” requirements.

Section 3.02 Issuance, Amendment and Extension of Letters of Credit .


(a)	Each Letter of Credit shall be issued upon the irrevocable written request of a Borrower,

received by the applicable Issuing Bank and the Agent at least two (2) Business Days (or such lesser period of time as the applicable Issuing Bank and the Agent shall agree in their sole discretion or as otherwise agreed by such Borrower and the applicable Issuing Bank) prior to the proposed Issuance Date. Each such request for issuance of a Letter of Credit shall be by facsimile or by delivery of an original writing, by United States mail, by overnight courier, by electronic transmission using the system provided by the Issuing Bank, by personal delivery or by any other means acceptable to the Issuing Bank, in each case in the form of an L/C Application, and shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (i) the proposed Issuance Date of such Letter of Credit (which shall be a Business Day); (ii) the face amount and currency of such Letter of Credit; (iii) the expiry date of such Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of such Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the applicable Issuing Bank may reasonably require.

(b)

Two (2) Business Days prior to the issuance of any Letter of Credit (or such lesser period of time as the applicable Issuing Bank and the Agent shall agree in their sole discretion), the applicable Issuing Bank shall confirm with the Agent the availability of the Commitments with respect to such issuance and that the applicable conditions specified in Article 7 have been satisfied. Subject to the terms and conditions hereof, the applicable Issuing Bank shall, on the requested Issuance Date, issue a Letter of Credit for the account of the applicable Borrower in accordance with such Issuing Bank’s usual and customary business practices.

(c)

From time to time while a Letter of Credit is outstanding and prior to the Commitment Termination Date of the applicable Issuing Bank (or such earlier date as the Commitments of all Lenders shall have terminated in accordance with the terms hereof), the applicable Issuing Bank shall, upon the written request of the applicable Borrower (with a copy sent to the Agent) at least two (2) Business Days prior to the proposed date of amendment (or such lesser period of time as the applicable Issuing Bank and the Agent shall agree in their sole discretion), amend any Letter of Credit issued by such Issuing Bank; provided that any amendment of the expiry date shall be subject to Section 3.01(b)(iii) . Each such request for amendment of a Letter of Credit shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of such Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the applicable Issuing Bank may reasonably require. The applicable Issuing Bank shall be under no obligation to amend any Letter of Credit if: (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The Agent will promptly notify the Lenders of a request of issuance or renewal or extension of a Letter of Credit.


(d)	The Issuing Banks and the Lenders agree that, while a Letter of Credit is outstanding and prior to the Commitment Termination Date of the applicable Issuing Bank (or such

earlier date as the Commitments of all Lenders shall have terminated in accordance with the terms hereof), each of the Issuing Banks shall be entitled to authorize the automatic extension of any Letter of Credit issued by it unless (A) such Issuing Bank would not be permitted at such time to issue or amend such Letter of Credit in its renewed form pursuant to Section 3.01(b) ; (B) the beneficiary of such Letter of Credit does not accept the proposed extension of such Letter of Credit; or (C) such Issuing Bank receives a written request from the applicable Borrower, at least three (3) Business Days prior to the last date on which notification of non‑extension must be given (or as otherwise agreed by the applicable Borrower and the applicable Issuing Bank), not to renew any Letter of Credit. Each such request for non‑extension of a Letter of Credit shall be made in writing and shall specify (i) the Letter of Credit number; (ii) the beneficiary’s name; and (iii) that the applicable Issuing Bank is instructed to notify the beneficiary of non‑extension.

(e)

Each Issuing Bank shall deliver to the Agent any notices of termination or other communications by such Issuing Bank to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the Commitment Termination Date of the applicable Issuing Bank or any Commitment Termination Date following which the aggregate amount of the Commitments remaining would not be at least equal to the aggregate principal amount of the Loans and L/C Obligations (taking into account the amount of such Letter of Credit) Outstanding.


(f)	This Agreement shall control in the event (and to the extent) of any conflict with any L/C Related Document (other than any Letter of Credit).


(g)	Each Issuing Bank will also deliver to the Agent, concurrently with or promptly following delivery of a Letter of Credit by such Issuing Bank, or amendment to or extension of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of such Letter of Credit or amendment to or extension of a Letter of Credit.


(h)	The Agent shall furnish to each Lender quarterly a summary of outstanding Letters of Credit.

Section 3.03 Participations, Drawings and Reimbursements .

(a)

Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Lender, as the same may be adjusted from time to time hereunder, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. The amount of each Lender’s participation in each Letter of Credit shall be automatically adjusted from time to time in accordance with such Lender’s Pro Rata Share at such time and shall, for each Lender, be automatically reduced to zero on the date of such Lender’s applicable scheduled Commitment Termination Date. For purposes of Section 2.01 , each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Lender by an amount equal to the amount of such participation.

(b)

In the event of any drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuing Bank will promptly notify the Agent and the applicable Borrower. In the case of a Letter of Credit denominated in Canadian Dollars, such Borrower shall reimburse the Issuing Bank in Canadian Dollars, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that such Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, the Issuing Bank shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 2:00 p.m. (New York, New York time) on the date of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in Dollars or the date of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in Canadian Dollars (each such date, an “ Honor Date ”), the applicable Borrower shall reimburse the Issuing Bank through the Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in Canadian Dollars is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the applicable Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Canadian Dollars equal to the drawing, the applicable Borrower agree, as a separate and independent obligation, to indemnify the Issuing Bank for the loss resulting from its inability on that date to purchase the Canadian Dollars in the full amount of the drawing. Unless notified by the applicable Borrower to convert an unreimbursed drawing into Loans or, if the applicable Borrower requests a conversion of an unreimbursed drawing into Loans but the unreimbursed drawing is not converted because of such Borrower’s failure to satisfy the conditions set forth in Section 7.02(b) (such unreimbursed drawing which has not been converted constituting an L/C Borrowing), each Lender will be deemed to be obligated to make an L/C Advance (expressed in Dollars or in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in Canadian Dollars) in the full amount of such Lender’s Pro Rata Share (determined as of the date of such L/C Advance) of such L/C Borrowing and such L/C Advances shall bear interest at a rate per annum equal to the Base Rate plus two percent (2%) per annum. Any notice given by any Issuing Bank or the Agent pursuant to this Section 3.03(b) may be oral if promptly confirmed in writing (including by facsimile); provided that the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

(c)

With respect to any unreimbursed drawing that the applicable Borrower requests be converted into a Loan and that satisfies the conditions set forth in Section 7.02(b) , each Lender shall upon any notice make available to the Agent for the account of the applicable Issuing Bank an amount in Dollars in Immediately Available Funds equal to its Pro Rata Share (determined as of the date of such L/C Borrowing) of the Dollar Equivalent amount of the amount of such drawing, whereupon the participating Lenders shall each be deemed to have made a Loan consisting of a Base Rate Loan to such Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the applicable Issuing Bank the amount of such Lender’s Pro Rata

Share of the amount of such drawing by no later than 2:00 p.m. (New York, New York time) on either the Honor Date or the next Business Day, as applicable, then interest shall accrue on such Lender’s obligation to make such payment, from the applicable date to the date such Lender makes such payment, at a rate per annum equal to the Overnight Rate in effect from time to time during such period. The Agent shall promptly give notice of the occurrence of the Honor Date, but failure of the Agent to give any such notice on the Honor Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 3.03 once such notice is given.

(d)

Each Lender’s obligation in accordance with this Agreement to make the Loans or L/C Advances, as contemplated by this Section 3.03 , as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the applicable Issuing Bank and shall not be affected by any circumstance, including (i) any set‑off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


(e)	The Agent shall remit the funds received from the Lenders pursuant to this Section 3.03 to the applicable Issuing Bank in Dollars.

Section 3.04 Repayment of Participations .

(a)

Upon (and only upon) receipt by the Agent for the account of the applicable Issuing Bank of Immediately Available Funds from the applicable Borrower (i) in reimbursement of any payment made by such Issuing Bank under a Letter of Credit with respect to which any Lender has paid the Agent for the account of such Issuing Bank for such Lender’s participation in such Letter of Credit pursuant to Section 3.03 or (ii) in payment of interest thereon, the Agent will pay to such Lender, in the same funds as those received by the Agent for the account of such Issuing Bank, the amount of such Lender’s Pro Rata Share of such funds, and the applicable Issuing Bank shall receive the amount of the Pro Rata Share of such funds of any Lender that did not so pay the Agent for the account of such Issuing Bank.

(b)

If the Agent or any Issuing Bank is required at any time to pay to a Borrower, or to a trustee, receiver, liquidator or custodian, or to any official in any Insolvency Proceeding, any portion of the payments made by such Borrower to the Agent for the account of such Issuing Bank pursuant to Section 3.04(a) in reimbursement of a payment made under any Letter of Credit or interest thereon, each Lender shall, on demand of the Agent, forthwith pay to such Issuing Bank through the Agent the amount of its Pro Rata Share (determined as of the date thereof) of any amounts so paid by the Agent plus interest thereon from the date such demand is made to the date such amounts are paid by such Lender to the Agent, at a rate per annum equal to the Overnight Rate in effect from time to time.


(c)	To the extent that any funds are paid to the Agent pursuant to Section 8.02 in respect of

any Letters of Credit outstanding prior to any draw thereunder, such funds shall be held by the Agent and applied to the reimbursement of any draws pursuant to such Letters of Credit.

Section 3.05 Role of Issuing Banks .

(a)

Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificate or other document expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity of any such document or the authority of the Person executing or delivering any such document.

(b)

Neither the Issuing Banks nor any of the respective correspondents, participants or assignees of the Issuing Banks shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C Related Document.

(c)

Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit issued for the account of such Borrower; provided , however , that this assumption is not intended to, and shall not, preclude such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither the Issuing Banks nor any of the correspondents, participants or assignees of the Issuing Banks (including the Lenders), shall be liable or responsible for any of the matters described in clauses (a) through (h) of Section 3.06 ; provided , however , anything in such clauses to the contrary notwithstanding, that the Borrowers may have a claim against any Issuing Bank, and such Issuing Bank may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by such Issuing Bank’s willful misconduct or gross negligence in determining whether a request presented under a Letter of Credit issued by such Issuing Bank complies with the terms of such Letter of Credit or such Issuing Bank’s willful failure to pay under any Letter of Credit (except as a result of a court order) after the presentation to such Issuing Bank by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing Banks may accept documents that appear on their face to be in order, without responsibility for further investigation; and (ii) the Issuing Banks shall not be responsible for the validity or sufficiency of any instrument transferring or purporting to transfer a Letter of Credit or the rights or benefits thereunder or assigning the proceeds thereof, in whole or in part, in accordance with the terms of such Letter of Credit which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Section 3.06 Obligations Absolute. The obligations of the Borrowers under this Agreement and any L/C Related Document to reimburse the Issuing Banks for a drawing under a Letter of Credit issued by such Issuing Bank, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into any Loan or Loans (subject, in the case of the repayment of any such Loan or Loans, to the provisions of Section 9.02 ), shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other L/C Related Document under all circumstances, including the following:


(a)	any lack of validity or enforceability of this Agreement or any L/C Related Document;


(b)	any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents, which have been previously agreed to by the Borrowers;

(c)

the existence of any claim, set‑off, defense or other right that the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the L/C Related Documents or any unrelated transaction;


(d)	any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit;

(e)

any payment by any Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by any Issuing Bank under any Letter of Credit to any Person purporting to be (and providing reasonable evidence of its status as) a trustee in bankruptcy, debtor‑in‑possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any Insolvency Proceeding;


(f)	any exchange, release or non‑perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the obligations of the Borrowers in respect of any Letter of Credit;


(g)	any adverse change in the relevant exchange rates or in the availability of Canadian Dollars to the Borrowers or the relevant currency markets generally;


(h)	waiver by the Issuing Bank of any requirement that exists for the Issuing Bank’s protection and not the protection of the Company or any waiver by the Issuing Bank which does not in fact materially prejudice the Company;


(i)	honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


(j)	any payment made by the Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP (as defined below) or the UCP (as defined below), as applicable; or


(k)	any other circumstance or happening whatsoever (other than failure to pay a Letter of Credit in accordance with its terms), whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, a Borrower or a guarantor.

Section 3.07 Letter of Credit Fees .

(a)

The applicable Borrower shall pay to the Agent for the account of each Lender a letter of credit fee with respect to the Letters of Credit issued for its account equal to (i) the Applicable Rate per annum, times (ii) the Dollar Equivalent amount of the average daily maximum amount available to be drawn under the outstanding Letters of Credit computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon Letters of Credit outstanding for that quarter as calculated by the Agent. Such letter of credit fees shall be due and payable quarterly in arrears on the first Business Day following the calendar quarter during which Letters of Credit are outstanding, commencing on the first such quarterly date to occur after the Agreement Effective Date, through the Commitment Termination Date of the applicable Issuing Bank, with the final payment to be made on the Commitment Termination Date of the applicable Issuing Bank.


(b)	The applicable Borrower shall pay to the Agent for the account of each Issuing Bank, in Dollars, a letter of credit fee with respect to the Letters of Credit issued by each such Issuing Bank as agreed to by separate letter agreement between such Borrower and each such Issuing Bank.

(c)

The applicable Borrower shall pay to the Issuing Banks, in Dollars, from time to time on demand the normal issuance, presentation, amendment and other processing fees, and other standard costs and charges, of each such Issuing Bank relating to Letters of Credit issued by such Issuing Bank for the account of such Borrower as are from time to time in effect and as agreed to by separate letter agreement between such Borrower and each such Issuing Bank.

Section 3.08 Governing Rules. Unless otherwise expressly agreed by the applicable Issuing Bank and the applicable Borrower, when a Letter of Credit is issued hereunder: (i) the rules of the “International Standby Practices 1998” published by the International Chamber of Commerce (or such later version thereof as may be in effect at the time of issuance (the “ ISP ”)) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance (the “ UCP ”), shall apply to each commercial Letter of Credit (and may, if agreed by the applicable Issuing Bank, apply to standby Letters of Credit). Notwithstanding the foregoing, no Issuing Bank shall be responsible to a Borrower for, and no Issuing Bank’s rights

and remedies against a Borrower shall be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

Section 3.09 Letters of Credit Issued for Subsidiaries or Affiliates. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or an affiliate, the applicable Borrower shall be obligated to reimburse the Issuing Bank hereunder (or cause such reimbursement to be made) for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries or affiliates inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries or affiliates.

Section 3.10 Conflict with L/C Related Documents . In the event of any conflict between the terms hereof and the terms of any L/C Related Documents, the terms hereof shall control.

ARTICLE 4
CERTAIN GENERAL PROVISIONS

Section 4.01 Funds for Payments .

(a)

All payments of principal, interest, fees and any other amounts due hereunder or under any of the other Loan Documents (except with respect to principal of or interest on Loans denominated in Canadian Dollars) shall be made to the Agent, without counterclaim or setoff, to the account of the Agent specified in Schedule I , for the respective accounts of the Lenders or the Issuing Banks, as the case may be, in Immediately Available Funds, not later than 2:00 p.m., New York, New York time, on the due date therefor. All payments of principal and, interest on Loans denominated in Canadian Dollars shall be made to the Canadian Agent, without counterclaim or setoff, to the account of the Canadian Agent specified in Schedule I , for the respective accounts of the Lenders or the Issuing Banks, as the case may be, in Immediately Available Funds, not later than 2:00 p.m., Toronto Ontario time, on the due date therefor. Any payment received by the Agent or the Canadian Agent after the time specified in the immediately preceding sentence, shall be deemed to have been received on the next succeeding Business Day. The Agent or Canadian Agent, as applicable, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable to any of the Issuing Banks or pursuant to Section 4.04 , Section 4.05 , Section 4.07 , Section 4.08 , Section 11.03 and Section 11.04 ), to the Lenders for the account of their respective Applicable Lending Offices (or, in the case of a payment due on a Loan Maturity Date applicable to less than all Lenders, ratably to such

Lenders), and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b)

Unless the Agent or the Canadian Agent, as applicable, shall have received Notice from a Borrower prior to the date on which any payment is due to the Lenders or any Issuing Bank hereunder that such Borrower will not make such payment in full, the Agent or the Canadian Agent, as applicable, may assume that such Borrower has made such payment in full to the Agent or the Canadian Agent, as applicable, on such date and the Agent or the Canadian Agent, as applicable, may, in reliance upon such assumption, cause to be distributed to each Lender or the applicable Issuing Bank, as the case may be, on such due date an amount equal to the amount then due such Lender or the applicable Issuing Bank, as the case may be. If and to the extent a Borrower shall not have so made such payment in full to the Agent or the Canadian Agent, as applicable, each Lender or the applicable Issuing Bank, as the case may be, shall repay to the Agent or the Canadian Agent, as applicable, forthwith on demand such amount distributed to such Lender or such Issuing Bank, as the case may be, together with interest thereon, for each day from the date such amount is distributed to such Lender or such Issuing Bank, as the case may be, until the date such Lender or such Issuing Bank, as the case may be, repays such amount to the Agent or the Canadian Agent, as applicable, at the Overnight Rate.

Section 4.02 Computations. All computations of interest for Base Rate Loans, Canadian Prime Rate Loans or CDOR Loans shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based upon the Eurodollar Rate or the Federal Funds Rate and of fees shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Except as otherwise provided in the definition of the term Interest Period with respect to any Eurodollar Rate Loan and CDOR Loan, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest on any principal so extended shall accrue during such extension.

Section 4.03 Illegality. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain any Loan as a Eurodollar Rate Loan or CDOR Loan, such Lender shall promptly give Notice of such circumstances to the Loan Parties and the other Lenders and thereupon (a) the commitment of such Lender to make any Loan as a Eurodollar Rate Loan or CDOR Loan or Convert any portion of the Loans of another Type to a Eurodollar Rate Loan or CDOR Loan, as the case may be, shall automatically be suspended, and (b) if such Loan is a Eurodollar Rate Loan or CDOR Loan, then it shall be Converted automatically to a Base Rate Loan on the last day of the Interest Period applicable to such Eurodollar Rate Loan or CDOR Loan, as the case may be, or within such earlier period as may be required by law. Notwithstanding anything contained in this Section 4.03 to the contrary, in the event that any Lender is unable to make or maintain any Loan as a Eurodollar Rate Loan or CDOR Loan as set forth in this Section 4.03 , such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an

alternative Applicable Lending Office so as to avoid such inability.

Section 4.04 Additional Costs. If a Change in Law:

(a)

imposes or increases or renders applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender (including without limitation the Commitments of such Lender hereunder), or


(b)	imposes on any Lender, any Issuing Bank or any Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, the Letters of Credit or any class of loans of which the Loans form a part or the Commitment of such Lender, hereunder, and


(c)	the foregoing has the result of:


(i)	increasing the cost or reducing the return to any Lender, or any Issuing Bank of making, funding, issuing, renewing, extending or maintaining any Loan as a Eurodollar Rate Loan or CDOR Loan, maintaining its Commitment or issuing or participating in the Letters of Credit, or


(ii)	reducing the amount of principal, interest or other amount payable to such Lender hereunder on account of any Loan being a Eurodollar Rate Loan or CDOR Loan, or


(iii)	requiring such Lender or such Issuing Bank, as the case may be, to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or such Issuing Bank, as the case may be, from the Borrowers hereunder,

then, and in each such case, OpCo will, upon demand made by such Lender or such Issuing Bank, as the case may be, at any time and from time to time and as often as the occasion therefor may arise, pay or cause to be paid to such Lender or such Issuing Bank, as the case may be, such additional amounts as will be sufficient to compensate such Lender or such Issuing Bank, as the case may be, for such additional cost, reduction, payment or foregone interest or other sum. Notwithstanding anything contained in this Section 4.04 to the contrary, upon the occurrence of any event set forth in this Section 4.04 with respect to any Lender such affected Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternative Applicable Lending Office so as to avoid the effect of such event set forth in this Section 4.04 .

Section 4.05 Capital Adequacy. If any Change in Law affects the amount of capital or liquidity required or expected to be maintained by any Lender, any Issuing Bank or any corporation controlling such Lender or Issuing Bank due to the existence of its Commitment, L/C Commitment, Loans or Letters of Credit or participations in Letters of Credit (as the case

may be) hereunder, and such Lender or such Issuing Bank determines that the result of the foregoing is to increase the cost or reduce the return to such Lender or such Issuing Bank, as the case may be, of making or maintaining its Commitment, Loans or Letters of Credit or participating in Letters of Credit hereunder, then such Lender or such Issuing Bank, as the case may be, may notify the Loan Parties of such fact. To the extent that the costs of such increased capital or liquidity requirements are not reflected in the Base Rate, the Eurodollar Rate, the Canadian Prime Rate, the CDOR Loan, the Facility Fee and/or the Applicable Rate, the Loan Parties and such Lender or such Issuing Bank, as the case may be, shall thereafter attempt to negotiate in good faith, within thirty (30) days of the day on which the Loan Parties receive such Notice, an adjustment payable hereunder that will adequately compensate such Lender or such Issuing Bank, as the case may be, in light of these circumstances, and in connection therewith, such Lender or such Issuing Bank, as the case may be, will provide to the Loan Parties reasonably detailed information regarding the increase of such Lender’s or such Issuing Bank’s costs. If the Loan Parties and such Lender or such Issuing Bank are unable to agree to such adjustment within thirty (30) days of the date on which the Loan Parties receive such Notice, then commencing on the date of such Notice (but not earlier than the effective date of any such increased capital or liquidity requirement), the interest, the Facility Fee and/or the Applicable Rate payable hereunder shall increase by an amount that will, in such Lender’s or such Issuing Bank’s reasonable determination, provide adequate compensation. Each Lender and each Issuing Bank agrees that amounts claimed pursuant to this Section 4.05 shall be made in good faith and on an equitable basis.

Section 4.06 Recovery of Additional Compensation.

(a)

Certificates . Any Lender or any Issuing Bank claiming any additional amounts pursuant to Section 4.04 , Section 4.05 or Section 4.07 , as the case may be, shall provide to the Agent and the Loan Parties a certificate setting forth such additional amounts payable pursuant to Section 4.04 , Section 4.05 or Section 4.07 , as the case may be, and a reasonable explanation of such amounts which are due ( provided that, without limiting the requirement that reasonable detail be furnished, nothing herein shall require a Lender to disclose any confidential information relating to the organization of its affairs). Such certificate shall be conclusive, absent manifest error, that such amounts are due and owing.

(b)

Delay in Requests . Delay on the part of any Lender or Issuing Bank to demand compensation pursuant to Section 4.04 , Section 4.05 or Section 4.07 , as applicable, shall not constitute a waiver of such Party’s right to demand such compensation; provided that the Loan Parties shall not be required to compensate any Lender or Issuing Bank for any increased costs incurred or reductions in returns suffered more than ninety (90) days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Loan Parties of the Change in Law giving rise to such increased costs or reductions in return, and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the ninety (90) day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 4.07 Indemnity. Each Borrower agrees to indemnify each Lender and to hold each

Lender harmless from and against any loss, cost or expense (including any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any Loan made to such Borrower as a Eurodollar Rate Loan or CDOR Loan) that such Lender may sustain or incur as a consequence of (a) default by such Borrower in payment of the principal amount of or any interest on any Loan made to such Borrower when it is a Eurodollar Rate Loan or CDOR Loan as and when due and payable, (b) default by such Borrower in making a prepayment after such Borrower has given a Notice of prepayment pursuant to Section 2.09(a ), (c) default by such Borrower in making a Borrowing after such Borrower has given a Borrowing Notice pursuant to Section 2.02 or has given (or is deemed to have given) an Interest Rate Notice pursuant to Section 2.07 , (d) the making of any payment of principal of a Eurodollar Rate Loan or CDOR Loan or the making of any Conversion of any such Eurodollar Rate Loan or CDOR Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto or (e) the assignment of any Eurodollar Loan or CDOR Loan prior to the last day of the Interest Period applicable thereto as a result of a request by such Borrower pursuant to Section 2.12 , including interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain any such Eurodollar Rate Loans or CDOR Loans.

Section 4.08 Taxes .


(a)	Issuing Bank . For purposes of this Section 4.08 , the term “Lender” includes any Issuing Bank.

(b)

Payments Free of Taxes . Any and all payments by or on account of any obligation of a Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by such Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


(c)	Payment of Other Taxes by the Borrowers . Each Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of an Agent timely reimburse it for the payment of, any Other Taxes.

(d)

Indemnification by the Borrowers . Each Borrower shall indemnify each Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes payable by such Borrower (including Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Borrower under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Loan Parties by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)

Indemnification by the Lenders . Each Lender shall severally indemnify each Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified such Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by such Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by such Agent to the Lender from any other source against any amount due to such Agent under this paragraph (e).

(f)

Evidence of Payments . Within thirty (30) days after any payment of Taxes by either Borrower to a Governmental Authority pursuant to this Section 4.08 , such Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.


(g)	Status of Lenders.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Loan Parties and the Agent, at the time or times reasonably requested by the Loan Parties or the Agent, such properly completed and executed documentation reasonably requested by the Loan Parties or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Loan Parties or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Loan Parties or the Agent as will enable the Loan Parties or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 4.08(g)(ii)(1), (ii)(2) and (ii)(4) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


(ii)	Without limiting the generality of the foregoing,

(1) any Lender that is a U.S. Person shall deliver to the Loan Parties and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Loan Parties or the Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(2) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Loan Parties and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Loan Parties or the Agent), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Loan Parties within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or

(iv) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax

Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;

(3) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Loan Parties and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Loan Parties or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Loan Parties or the Agent to determine the withholding or deduction required to be made; and

(4) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Loan Parties and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Loan Parties or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Loan Parties or the Agent as may be necessary for the Loan Parties and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (4), “FATCA” shall include any amendments to FATCA made after the Agreement Effective Date.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Loan Parties and the Agent in writing of its legal inability to do so.

(h)

Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 4.08 (including by the payment of additional amounts pursuant to this Section 4.08 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h) , in no event

will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Section 4.09 Cash Collateral .

(a)

Certain Credit Support Events . If (i) any Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) a Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c) , or (iv) there shall exist a Defaulting Lender, such Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases), following any request by an Agent or the applicable Issuing Bank, provide Cash Collateral in Dollars or Canadian Dollars, as applicable, in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time an Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Agents or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the applicable Borrower will, forthwith upon demand by an Agent, pay to such Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that such Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the Issuing Bank.

(b)

Grant of Security Interest . Each of Canadian Holding, US Holdings, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Agent, for the benefit of the Agents, the Issuing Banks and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c) . If at any time an Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Agents or the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount with respect to the Obligations of a Borrower, such Borrower will, promptly upon demand by an Agent, pay or provide to such Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. Each of Canadian Holdings and US Holdings shall pay on demand therefor from time to time all customary account opening, activity and other

administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral pledged by it.

(c)

Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 4.09 or Sections 4.10 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)

Release . Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi) )) or (ii) the determination by the Agent and the applicable Issuing Banks that there exists excess Cash Collateral; provided , however , the Person providing Cash Collateral and the applicable Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 4.10 Defaulting Lenders; Cure .


(a)	Defaulting Lenders . If any Loans or Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender, and the Commitments have not been terminated in accordance with Section 8.02 , then:

(i)

so long as no Event of Default has occurred and is continuing, all or any part of the L/C Obligations Outstanding shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (excluding from the determination thereof any Defaulting Lender’s Commitment) but only to the extent that (x) the sum of (A) the aggregate principal amount of all Loans made by such Non-Defaulting Lenders (in their capacity as Lenders) and outstanding at such time, plus (B) such Non-Defaulting Lenders’ Pro Rata Shares (before giving effect to the reallocation contemplated herein) of any L/C Obligations Outstanding, plus (C) such Defaulting Lender’s Pro Rata Share of any L/C Obligations Outstanding, does not exceed the total of all Non-Defaulting Lenders’ Commitments and (y) after giving effect to such reallocation, the sum of the aggregate principal amount of all Loans made by any Non-Defaulting Lender plus such non-Defaulting Lender’s ratable share of L/C Obligations then outstanding does not exceed the Commitment of such Non-Defaulting Lender;

(ii)

if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Loan Parties (but, in each case, only in respect of their respective assets) shall promptly (and in any event within three (3) Business Days or such longer period as may be agreed by the applicable Issuing Bank, as the case may be) either (A) cash collateralize such Defaulting Lender’s Pro Rata Share of any

L/C Obligations Outstanding (after giving effect to any partial reallocation pursuant to clause (i) above) by paying cash collateral to the applicable Issuing Bank, as the case may be, for so long as such Letters of Credit are outstanding, or (B) provide such Issuing Bank, as the case may be, a letter of credit or enter into other arrangements as are reasonably satisfactory to the Loan Parties and/or such Issuing Bank, as the case may be, in order (after giving effect to any partial reallocation pursuant to clause (i) above) reasonably to mitigate such Issuing Bank’s remaining risk with respect to the non-reallocated portion of any L/C Obligations Outstanding for which such Defaulting Lender is responsible hereunder;

(iii)

if the Pro Rata Shares of the L/C Obligations of the Non-Defaulting Lenders are reallocated pursuant to this Section 4.10(a ), then the fees payable to the Lenders pursuant to Section 3.07 shall be adjusted in accordance with such Non-Defaulting Lenders’ Pro Rata Shares of L/C Obligations and, to the extent not so reallocated, shall be allocated to Issuing Bank or retained by the Loan Parties as agreed pursuant to clause (ii) of this Section 4.10(a) .

(b)

Defaulting Lender Cure. If the Loan Parties, the Agents and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the Parties, whereupon as of the effective date specified in such Notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral or other acceptable credit support), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as any Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 4.10(a)(i) ) , whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected Parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any Party arising from that Lender’s having been a Defaulting Lender.

(c)

New Letters of Credit. So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue or increase any Letter of Credit unless it is reasonably satisfied that the related exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders or the provisions of Section 4.10(a)(ii) have been complied with, and participating interests in any such newly-issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 4.10(a)(i) (and no Defaulting Lender shall participate therein).

(d)

Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise), or received by any Agent from a Defaulting Lender by exercise of right of set-off, shall be applied at such time or times as may be determined by such Agent as follows: first , to the payment of any

amounts owing by such Defaulting Lender to the Agents hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third , to cash collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 4.10(a) ; fourth , as the Loan Parties may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by any Agent; fifth , if so agreed by any Agent and the Loan Parties, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 4.10(a) ; sixth , to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default exists, to the payment of any amounts owing to the Loan Parties as a result of any judgment of a court of competent jurisdiction obtained by the Loan Parties against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.02 or Section 7.03 , as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 4.10(a)(i) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 4.10(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto (and the amounts thus applied or held shall discharge any corresponding obligations of the Loan Parties relating thereto).

(e)

Effect on Other Obligations. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 4.10 , performance by any Loan Party of its respective obligations hereunder shall not be excused or otherwise modified as a result of the operation of this Section 4.10 . The rights and remedies against a Defaulting Lender under this Section 4.10 are in addition to any other rights and remedies which a Loan Party, the Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.

Section 4.11 Waiver . To the extent permitted by law, any provision of the Judgment Interest Act (Alberta) and the Interest Act (Canada) which restricts the rate of interest on any judgment debt shall be inapplicable to this Agreement and is hereby waived by the Borrowers.

Section 4.12 Interest Act Canada . For the purposes of the Interest Act (Canada) and disclosure under such act, whenever any interest or fees to be paid under this Agreement are to be calculated on the basis of a year of 365 days or 360 days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by either 365, 360 or such other period of time, as the case may be.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

Each Loan Party (for itself only), represents and warrants to the Lenders, the Issuing Banks and the Agents as follows:

Section 5.01 Corporate Authority .

(a)

Incorporation; Good Standing. Such Loan Party (i) is duly organized or formed, validly existing and, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power to own its property and conduct its business as now conducted, and (iii) is duly qualified and authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a Material Adverse Effect.

(b)

Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is or is to become a party and the transactions contemplated hereby and thereby (i) are within the corporate or other authority of such Loan Party, (ii) have been duly authorized by all necessary corporate or other organizational proceedings, (iii) do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which such Loan Party is subject or any material judgment, order, writ, injunction, license or permit applicable to such Loan Party, except where any such conflict, breach, or contravention would not have a Material Adverse Effect, and (iv) do not conflict with any provision of the corporate charter or bylaws of, or any material agreement or other material instrument binding upon, such Loan Party. This Agreement and each other Loan Document to which such Loan Party is a party have been duly executed and delivered by such Loan Party.

(c)

Enforceability. The execution and delivery by such Loan Party of this Agreement and the other Loan Documents to which it is a party will result in valid and legally binding obligations of such Loan Party, enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights and remedies generally and general principles of equity.

Section 5.02 Governmental Approvals. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, such Loan Party of this Agreement or any other Loan Document to which it is a party, (b) the grant by such Loan Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof (subject, however, to Permitted Liens) or (d) the exercise by the Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents.

Section 5.03 Title to Properties. Such Loan Party owns all of the assets reflected as its assets in the consolidated balance sheet of NEE Partners referred to in Section 5.04 or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business or as otherwise permitted pursuant to the provisions of this Agreement since that date and except for such assets owned from time to time by any entity whose assets are consolidated on the balance sheet of NEE Partners and its Subsidiaries solely as a result of the operation of FASB ASC 810), subject to no Liens, except for such matters set forth in Schedule 5.03 or otherwise permitted pursuant to the provisions of this Agreement.

Section 5.04 Financial Statements. NEE Partners’ audited condensed consolidated statement of operations for the year ended December 31, 2016 and unaudited condensed consolidated balance sheet as of June 30, 2017, in each case, have been prepared in accordance with generally accepted accounting principles and present fairly the consolidated financial position and results of operations of NEE Partners and its Subsidiaries, taken as a whole, at the respective dates and for the respective periods to which they apply. As of the Agreement Effective Date, there has been no material adverse change in the business or financial condition of NEE Partners and its Subsidiaries, taken as a whole, since December 31, 2016, except as set forth in Schedule 5.04 . The unaudited statements of operations and balance sheets for the Loan Parties and their Subsidiaries for the year ended December 31, 2016 have been prepared in accordance with generally accepted accounting principles and present fairly the financial position and results of operations of the Loan Parties.

Section 5.05 Franchises, Patents, Copyrights Etc. Such Loan Party possesses all material franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted and, except where in any such case any such conflict would not have a Material Adverse Effect, without known conflict with any rights of others.

Section 5.06 Litigation. Except as described in Schedule 5.06 , there is no litigation or other legal proceeding pending, or, to the knowledge of such Loan Party, threatened against OpCo or any of its Subsidiaries that is reasonably likely to be determined adversely to OpCo or any of its Subsidiaries, and if determined adversely to OpCo or any of its Subsidiaries would reasonably be expected to result in the failure of OpCo and US Holdings to comply with the provisions of Section 6.13 , or to materially impair the right of any Loan Party to carry on its business substantially as now conducted by it. There is no litigation or other legal proceedings pending, or, to the knowledge of such Loan Party, threatened against any of such Loan Party that if determined adversely to any of such Loan Party could reasonably be expected to question the

validity of this Agreement, the other Loan Documents or any actions taken or to be taken pursuant hereto or thereto.

Section 5.07 Compliance With Other Instruments, Laws, Etc. Such Loan Party is not in violation of any provision of its charter documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any material decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that would have a Material Adverse Effect.

Section 5.08 Tax Status. OpCo (a) prepared and, giving effect to all proper extensions, timely filed all federal and state income tax returns and, to the best knowledge of such Loan Party, all other material tax returns, reports and declarations required by any applicable jurisdiction to which OpCo is legally subject, which, giving effect to all proper extensions, were required to be filed prior to the Agreement Effective Date, (b) paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings, and (c) to the extent deemed necessary or appropriate by OpCo, set aside on its books provisions reasonably adequate for the payment of all known taxes for periods subsequent to the periods to which such returns, reports or declarations apply.

Section 5.09 No Default. No Default has occurred and is continuing.

Section 5.10 Investment Company Act. Such Loan Party is not an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940.

Section 5.11 Employee Benefit Plans .


(a)	In General. Each Employee Benefit Plan sponsored by such Loan Party has been maintained and operated in compliance in all material respects with the provisions of ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions.

(b)

Terminability of Welfare Plans. Under each Employee Benefit Plan sponsored by such Loan Party which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, no benefits are due unless the event giving rise to the benefit entitlement occurs prior to plan termination (except as required by Title I, Part 6 of ERISA). Such Loan Party may terminate its participation in each such plan at any time (other than a plan that provides benefits pursuant to a collective bargaining agreement) in the discretion of such Loan Party without liability to any Person.

(c)

Guaranteed Pension Plans. As of the Agreement Effective Date, each contribution required to be made to a Guaranteed Pension Plan by such Loan Party or an ERISA Affiliate, whether required to satisfy the minimum funding requirements described in §302 or §303 of ERISA, the notice or lien provisions of §303(k) of ERISA, or otherwise, has been timely made. As of the Agreement Effective Date, no waiver from the minimum funding standards or extension of amortization periods has been received with respect to any Guaranteed Pension Plan. As of the Agreement Effective Date, no liability

to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by such Loan Party or any ERISA Affiliate with respect to any Guaranteed Pension Plan, and there has not been any ERISA Reportable Event which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001(a) of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans by more than US$500,000.

(d)

Multiemployer Plans. No Loan Party nor any ERISA Affiliate has incurred any material unpaid liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA. No Loan Party nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization, insolvent or “endangered” or “critical” status under and within the meaning of §4241, §4245 or §305, respectively, of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under §4041A of ERISA.

Section 5.12 Use of Proceeds of Loans, and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used for the general corporate purposes of the Loan Parties.

Section 5.13 Compliance with Margin Stock Regulations. Such Loan Party is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock” (within the meaning of Regulation U or Regulation X of the Federal Reserve Board), and no part of the proceeds of any Loan or any Letter of Credit hereunder will be used to purchase or carry any “margin stock,” to extend credit to others for the purpose of purchasing or carrying any “margin stock” or for any other purpose which might constitute this transaction a “purpose credit” within the meaning of Regulation U or Regulation X. In addition, not more than 25% of the value (as determined by any reasonable method) of the assets of such Loan Party consists of margin stock.

Section 5.14 Subsidiaries; Equity Interests; Loan Parties; Project Companies. As of the Agreement Effective Date such Loan Party has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.14 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and to the extent constituting shares in a corporation, if any, are non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.14 , and, in the case of Pledged Equity, free and clear of all Liens (except for Permitted Liens), and in each case are owned by a Loan Party in the amounts representing the percentage ownership of each such Subsidiary specified on Part (a) of Schedule 5.14 . As of the Agreement Effective Date, such Loan Party has no equity investments in any other Person other than those specifically disclosed in Part (b) of Schedule 5.14 . Set forth on Part (c) of Schedule 5.14 is a complete and accurate list of all Loan Parties, showing as of the Agreement Effective Date its jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number.

As of the Agreement Effective Date, except as specifically identified therein, each entity listed on Part (d) of Schedule 5.14 is a Project Company.

Section 5.15 Disclosure. Neither this Agreement nor any other document, certificate or written statement, in each case concerning such Loan Party (expressly excluding projections and other forward-looking statements and, to the extent not prepared by NEE Partners or its Subsidiaries, general market data and information of a general economic or industry specific nature), furnished to the Agent by or on behalf of such Loan Party in connection herewith contains, as of the date prepared and taken as a whole, any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein and therein not materially misleading, in light of the circumstances under which they were made; provided that, to the extent any such other document, certificate or statement constitutes a forecast or projection, the Loan Parties represent only that they acted in good faith and utilized assumptions believed by them to be reasonable at the time made and furnished (it being understood that forecasts and projections are subject to significant contingencies and assumptions, many of which are beyond the control of the Loan Parties, and that no assurance can be given that the projections or forecasts will be realized).

Section 5.16 OFAC. None of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of any Loan Party or its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individuals or entities that are (i) currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.

Section 5.17 Anti-Corruption Laws. Each Loan Party has and, to the knowledge such Loan Party, its Subsidiaries have, conducted their businesses in compliance with applicable anti-corruption laws, the Patriot Act, anti-terrorism laws and money laundering laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 5.18 ERISA. Each Loan Party represents and warrants as of the Agreement Effective Date that such Loan Party is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. As used in this Section, “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

ARTICLE 6
COVENANTS OF THE BORROWER

Each Loan Party covenants and agrees (for itself only, it being understood and agreed that none of the covenants or agreements of each Loan Party hereunder shall extend to any Subsidiary of any Loan Party, other than to the extent specified herein) that, so long as any portion of the

Loans, any Note as may be issued hereunder, any Letter of Credit or any Commitment is outstanding:

Section 6.01 Punctual Payment. Such Loan Party will duly and punctually pay or cause to be paid (a) the principal and interest on the Loans, and (b) the fees provided for in this Agreement.

Section 6.02 Maintenance of Office. (a) Each of OpCo and US Holdings will maintain its chief executive office at 700 Universe Boulevard, Juno Beach, Florida 33408‑8801, or at such other place in the United States of America as OpCo or US Holdings shall designate by Notice to the Agent in accordance with Section 11.02 , and (b) Canadian Holdings will maintain its chief executive office at 390 Bay Street, Suite 1720 Toronto, Ontario M5H 2Y2, or at such other place in Canada as Canadian Holdings shall designate by Notice to the Agent in accordance with Section 11.02

Section 6.03 Records and Accounts. Such Loan Party will (a) keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and (b) to the extent deemed necessary or appropriate by such Loan Party, maintain adequate accounts and reserves for all taxes (including income taxes), depreciation, depletion, obsolescence and amortization of its properties, contingencies, and other reserves.

Section 6.04 Financial Statements, Certificates and Information. The Borrowers will deliver to each Lender, which, for the purposes of this Section 6.04 , may be made available electronically by the Borrowers as provided in the final sentence of this Section 6.04 :

(a)

as soon as practicable, but in any event not later than one hundred twenty (120) days after the end of each fiscal year of NEE Partners or, to the extent that audited financial statements are available for OpCo, the consolidated balance sheet of NEE Partners or, if available, OpCo, and its subsidiaries as at the end of such year, and the related consolidated statements of income and consolidated statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end, as applicable, and all such consolidated statements to be prepared in accordance with generally accepted accounting principles, such consolidated statements to be audited and accompanied by a report and opinion of Deloitte & Touche LLP or by other independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit. If applicable, the Agent, each Lender and the Issuing Banks hereby agree that the foregoing requirement shall be satisfied by delivery to each Lender of NEE Partners’ annual report on Form 10‑K for the period for which such financial statements are to be delivered;


(b)	for so long as audited financial statements of OpCo are not available, as soon as practicable, but in any event not later than one hundred twenty (120) days after the end of each fiscal year of OpCo, the unaudited consolidated balance sheet of OpCo as at the end of such year, and the related unaudited consolidated statements of income and

consolidated statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end, as applicable, and all prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo that (i) the information contained in such financial statements fairly presents the financial position of OpCo as of the end of such fiscal year and a written statement from the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo to the effect that such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, he or she has obtained no knowledge of any Default (other than, if applicable, a potential Event of Default as a result of the failure to comply with the financial covenants set forth in Section 6.13 (provided that OpCo shall have delivered to the Agent a certificate of a Responsible Officer of OpCo certifying as to OpCo’s intention to exercise the Cure Right)), or, if such officer shall have obtained knowledge of any then existing Default, he or she shall disclose in such statement any such Default; provided that such officer shall not be liable to the Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default and (ii) setting forth the OpCo Leverage Ratio, the OpCo Interest Coverage Ratio, the US Holdings Leverage Ratio and the US Holdings Interest Coverage Ratio in substantially the form of Exhibit G;

(c)

as soon as practicable, but in any event not later than sixty (60) days after the end of each of the first three (3) fiscal quarters of OpCo, copies of the unaudited consolidated balance sheet of OpCo as at the end of such quarter, and the related consolidated statements of income and consolidated statements of cash flows for the portion of the fiscal year to which they apply, all prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo that the information contained in such financial statements fairly presents the financial position of OpCo as of the end of such quarter (subject to year end adjustments) and a written statement from the principal financial or accounting officer, Treasurer or Assistant Treasurer of OpCo to the effect that (i) such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, he or she has obtained no knowledge of any Default (other than, if applicable, a potential Event of Default as a result of the failure to comply with the financial covenants set forth in Section 6.13 (provided that OpCo shall have delivered to the Agent a certificate of a Responsible Officer of OpCo certifying as to OpCo’s intention to exercise the Cure Right)), or, if such officer has obtained knowledge of any then existing Default, he or she shall disclose in such statement any such Default; provided that such officer shall not be liable to the Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default and (ii) setting forth the OpCo Leverage Ratio, the OpCo Interest Coverage Ratio, the US Holdings Leverage Ratio and the US Holdings Interest Coverage Ratio in substantially the form of Exhibit G;


(d)	contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed by NEE Partners with the Securities and Exchange Commission;


(e)	promptly after the commencement thereof, Notice of all actions and proceedings before any court, governmental agency or arbitrator of the type described in Section 5.06 to which any Loan Party is a party or their respective properties are subject; and


(f)	from time to time such other financial data and information as the Agent, any Lender or any Issuing Bank may reasonably request.

Reports or financial information required to be delivered pursuant to this Section 6.04 shall, to the extent any such financial statements, reports, proxy statements or other materials are included in materials otherwise filed with the Securities and Exchange Commission, be deemed to be delivered hereunder on the date of such filing, and may also be delivered electronically as provided in Section 11.02 .

Section 6.05 Default Notification. Each Loan Party will promptly provide Notice to the Agent regarding the occurrence of any Default of which the principal financial or accounting officer, Treasurer or Assistant Treasurer of such Loan Party has actual knowledge or notice.

Section 6.06 Existence: Maintenance of Properties. Each Loan Party will do or cause to be done all things necessary to preserve and keep in full force and effect the its organizational existence (except as otherwise expressly permitted by Section 6.17 ), and will do or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and each Loan Party will (a) cause all of its properties used and useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, and (b) cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of such Loan Party may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 6.06 shall prevent any Loan Party from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the sole judgment of such Loan Party, as the case may be, desirable in the conduct of their business and does not in the aggregate materially adversely affect the business, properties or financial condition of the Loan Parties, taken as a whole; provided further that nothing in this Section 6.06 shall affect or impair in any manner the ability of the Loan Parties to sell or dispose of all or any portion of their property and assets (including, without limitation, their shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to this property or assets, each Loan Party shall only be obligated to repair, replace or restore any such property or assets if such Loan Party has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by such Loan Party in such time period and in the manner it deems appropriate.

Section 6.07 Taxes. Each Loan Party will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all material taxes, assessments and other governmental charges (other than taxes, assessments and other governmental charges that in the aggregate are not material to the business or assets of such Loan Party) imposed upon such Loan Party and its respective real properties, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a Lien or charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and, to the extent that such Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; and provided further that such Loan Party will pay all such taxes, assessments,

charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor.

Section 6.08 Visits by Lenders. Each Loan Party shall permit the Lenders, through the Agent or any Lender’s other designated representatives, to visit the properties of such Loan Party and to discuss the affairs, finances and accounts of such Loan Party with, and to be advised as to the same by, its officers, upon reasonable Notice and all at such reasonable times and intervals as the Agent and any Lender may reasonably request.

Section 6.09 Compliance with Laws, Contracts, Licenses, and Permits. Each Loan Party will comply with (a) the laws and regulations applicable to such Loan Party (including, without limitation, ERISA) wherever its business is conducted, (b) the provisions of its charter documents and by‑laws or other constituent documents, (c) all agreements and instruments by which it or any of its properties may be bound, and (d) all decrees, orders, and judgments applicable to such Loan Party, except where in any such case the failure to comply with any of the foregoing would not have a Material Adverse Effect. If at any time while any portion of the Loans, any Note as may be issued hereunder, any Letter of Credit or any Commitment is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any Governmental Authority shall become necessary or required in order that any Loan Party may fulfill any of its obligations hereunder or under any other Loan Document, each Loan Party will promptly take or cause to be taken all reasonable steps within the power of such Loan Party to obtain such authorization, consent, approval, permit or license and furnish the Agent with evidence thereof.

Section 6.10 Use of Proceeds and Letters of Credit. The Borrowers will use the proceeds of the Loans and the Letters of Credit solely for the purposes described in Section 5.12 .

Section 6.11 Covenant to Give Security .

(a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.

(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity Interests in Canadian Holdings), the applicable Loan Party, in the case of clause (i) below shall, and, in the case of clauses (ii) through (v) below, shall upon the reasonable request of the Agent, at its own expense:

(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,

(ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement

Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,

(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Agent to vest in the Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),

(iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Agent may reasonably request, and

(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided , however , that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent;

provided , that, notwithstanding anything contained in this Agreement to the contrary, no mortgage or equivalent security document shall be executed and delivered with respect to any real property unless and until each Lender has received, at least twenty (20) Business Days prior to such execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction; provided , further , that the foregoing time periods in this Section 6.11(b) shall be extended for so long as any Lender or Lenders shall have failed to confirm that such Lender or Lenders has completed its flood insurance due diligence and flood insurance compliance to its satisfaction.

(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.

Section 6.12 Maintenance of Insurance . Each Loan Party shall, if such Loan Party owns any assets or property other than cash, Cash Equivalents, bank accounts or Equity Interests, maintain

insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Loan Party operates and, in connection with any mortgage or equivalent instrument delivered pursuant to Section 6.11(b)(ii) with respect to any real property acquired by any Loan Party after the Closing Date, flood insurance in such total amount as the Agent may reasonably require, if on the date of acquisition of such real property the area in which any improvements located thereon is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, together with confirmation that the applicable Loan Party has received the notice required pursuant to Section 208.25(f)(1) of Regulation H; provided , however , that any Loan Party may self‑insure (which may include the establishment of reserves, allocation of resources, establishment of credit facilities and other similar arrangements) to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas in which such Loan Party operates and to the extent consistent with prudent business practice.

Section 6.13 Financial Covenants .


(a)	OpCo will not:

(i) OpCo Interest Coverage Ratio . Permit the OpCo Interest Coverage Ratio for the most recently completed Measurement Period to be less than 1.75 to 1.0.

(ii) OpCo Leverage Ratio . Permit the OpCo Leverage Ratio for the most recently completed Measurement Period to be greater than 5.5 to 1.0; provided that, notwithstanding anything herein to the contrary, when calculating the OpCo Leverage Ratio, OpCo Funded Debt shall not include Equity-Preferred Securities of OpCo or any of its Subsidiaries; provided further that the aggregate amount of Equity-Preferred Securities of OpCo to be excluded from OpCo Funded Debt for the purposes hereof shall not exceed fifteen percent (15%) of Total Capitalization of OpCo as of the date of any determination thereof. Notwithstanding anything herein to the contrary, when calculating the OpCo Leverage Ratio, the Swap Termination Value of all Swap Contracts then outstanding shall be excluded from the calculation of OpCo Funded Debt.


(b)	US Holdings will not:

(i) US Holdings Interest Coverage Ratio . Permit the US Holdings Interest Coverage Ratio for the most recently completed Measurement Period to be less than 1.75 to 1.0.

(ii) US Holdings Leverage Ratio . Permit the US Holdings Leverage Ratio for the most recently completed Measurement Period to be greater than 5.5 to 1.0; provided that notwithstanding anything herein to the contrary, when calculating the US Holdings Leverage Ratio, US Holdings Funded Debt shall not include Equity-Preferred Securities of US Holdings or any of its Subsidiaries; provided further that the aggregate amount of

Equity-Preferred Securities to be excluded from the US Holdings Funded Debt for the purposes hereof shall not exceed fifteen percent (15%) of Total Capitalization of US Holdings as of the date of any determination thereof. Notwithstanding anything herein to the contrary, when calculating the US Holdings Leverage Ratio, the Swap Termination Value of all Swap Contracts then outstanding shall be excluded from the calculation of US Holdings Funded Debt.

Section 6.14 Indebtedness. No Loan Party will create, incur, assume or suffer to exist any Funded Debt, except:


(a)	Funded Debt under the Loan Documents;

(b)

Funded Debt outstanding on the date hereof and listed on Schedule 6.14(b) and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Funded Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided , still further , that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Funded Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Funded Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Funded Debt does not exceed the then applicable market interest rate (“ Permitted Refinancing Indebtedness ”);


(c)	in the case of the Loan Parties, or any of them, Obligations in respect of any Cash Management Agreement;

(d)

in the case of Canadian Holdings, Funded Debt owed to a Project Company, which Funded Debt consists of loans made by such Project Company in lieu of distributions and is subordinated in right of payment to the Obligations of Canadian Holdings under the Loan Documents on terms reasonably satisfactory to the Agent, provided that after giving Pro Forma Effect to any such purchase or other acquisition, OpCo shall be in compliance with each of the covenants set forth in Section 6.13 ;


(e)	in the case of the Loan Parties, or any of them, additional Funded Debt (not otherwise permitted pursuant to any of the other clauses of this Section 6.14 and in addition to additional Funded Debt that may be incurred pursuant to Section 2.14) (“ Third-Party Provided Funded Debt ”), provided that

(i)

any Third-Party Provided Funded Debt of Canadian Holdings, may be guaranteed by OpCo and secured by Liens granted by Canadian Holdings but shall not be guaranteed by US Holdings or otherwise secured by any Liens granted by US Holdings (for avoidance of doubt, additional Canadian Holdings Funded Debt incurred pursuant to Section 2.14 may be guaranteed and secured as provided herein and in the other Loan Documents); and


(ii)	after giving effect to such Third-Party Provided Funded Debt, which Third-Party Provided Funded Debt shall be no more senior than pari passu in priority of payment and security with the Loans, OpCo and US Holdings shall be in compliance with each of the covenants set forth in Section 6.13.

For avoidance of doubt, (i) such Third-Party Provided Funded Debt may, except as expressly contemplated in this subclause (e), be subject to such other terms and conditions (e.g. tenor, repayment, interest rate, covenants and other terms and conditions) as the applicable Loan Party may elect (whether or not such terms and conditions are the same for the Loans), and (ii) notwithstanding any provision hereof to the contrary, Third-Party Provided Funded Debt shall include Swap Contracts that otherwise meet the requirements of Section 6.14(f );


(f)	Obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and


(g)	to the extent constituting Funded Debt, obligations arising under the Cash Sweep and Credit Support Agreement and the Management Services Agreement.

Section 6.15 Liens. No Loan Party will create any Lien upon or with respect to any of its properties, or assign any right to receive income, in each case to secure or provide for the payment of any debt of any Person, other than:


(i)	purchase money liens or purchase money security interests upon or in any property acquired by such Loan Party in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;


(ii)	Liens existing on property acquired by any Loan Party at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired;


(iii)	Liens securing Funded Debt recourse for which is limited to specific assets of such Loan Party, created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens;


(iv)	the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) of this Section 6.15 upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the indebtedness secured thereby;


(v)	Liens upon or with respect to margin stock;

(vi)

(a) deposits or pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security; (b) deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of money) or leases, public or statutory obligations, surety or appeal bonds or other deposits or pledges for purposes of like general nature in the ordinary course of business; (c) Liens for property taxes not delinquent and Liens for taxes which in good faith are being contested or litigated and, to the extent that a Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; (d) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of sixty (60) days or more or which are in good faith being contested or litigated and, to the extent that a Loan Party deems necessary, such Loan Party shall have set aside on its books adequate reserves with respect thereto; and (e) other matters described in Schedule 5.03 (the “ Permitted Liens ”);


(vii)	Liens in favor of all of the Secured Parties created or required to be created by the Loan Documents;


(viii)	To the extent constituting liens, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from OpCo and the Borrowers;

(ix)

Subject to the provisions of Section 6.14(e)(ii), Liens securing Third-Party Provided Funded Debt that rank no more senior than pari passu with all outstanding Loans; provided that each holder of Third-Party Provided Funded Debt (or an authorized representative or agent acting on its behalf, shall have become a party to the Intercreditor Agreement pursuant to a joinder to the Intercreditor Agreement in the form of Exhibit J attached hereto; and provided further , that, as of the date of incurrence of any Third-Party Provided Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Loan Parties then outstanding that is secured by Liens granted by the Loan Parties, or any of them, shall not exceed the greater of (a) $1 billion, and (b) the amount that would cause the OpCo Leverage Ratio to exceed 4.0:1,0; and


(x)	In the case of OpCo and US Holdings, any other Liens or security interests (other than Liens or security interests described in clauses (i) through (ix) of this Section 6.15 ), if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate US$5,000,000 at any one time outstanding;

provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) of this Section 6.15 , inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall OpCo create or suffer to exist any Lien on the Equity Interests of Canadian Holdings.

Section 6.16 Investments. No Loan Party will make or hold any Investments, except:


(a)	Investments held by the Loan Parties in the form of cash and Cash Equivalents;


(b)	advances to officers, directors and employees of the Loan Parties in an aggregate amount not to exceed US$1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


(c)	(i) Investments by any Loan Party in another Loan Party; and

(ii) Investments by any Loan Party in (A) a Subsidiary owned, in whole or in part, by it on the Agreement Effective Date, plus (B) Investments that would be permitted by Section 6.16(g), plus (C) any other Investments by the Loan Parties in their respective Subsidiaries, provided, that for any Investment in an amount of $50,000,000 or more made in accordance with this clause (C), after giving Pro Forma Effect to such Investments, OpCo and US Holdings shall be in compliance with each of the covenants set forth in Section 6.13 ;


(d)	Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors;


(e)	to the extent constituting Investments and Guarantees permitted by Section 6.14 ;


(f)	Investments existing on the date hereof (without duplication of those referred to in Section 6.16(c) ) and set forth on Schedule 6.16(f)) ;

(g)

the purchase or other acquisition of all or any portion of the Equity Interests in, or the purchase of all or substantially all of the property of, any Person that, upon the consummation thereof, such Equity Interest and/or property will be owned directly or indirectly by a Borrower or one or more of the other Loan Parties (including as a result of a merger or consolidation with another Loan Party); provided that, with respect to each purchase or other acquisition made pursuant to this Section 6.16(g) :

(i) the Loan Parties shall comply with the requirements of Section 6.11 , to the extent applicable;

(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrowers and their Subsidiaries in the ordinary course or otherwise comprising a “clean energy” business, including, without

limitation, pipeline, transmission, nuclear, oil and gas, shale gas, clean coal and regulated utilities in the clean energy sector;

(iii) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and OpCo and US Holdings shall be in Pro Forma Compliance with all of the covenants set forth in Section 6.13 , such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) , and OpCo shall deliver to the Agent a certificate of its chief executive officer, chief financial officer, treasurer or controller demonstrating such compliance calculations for this clause (iii) in reasonable detail; and

(iv) the Borrowers shall have delivered to the Agent and each Lender, solely with respect to the consummation of any Acquisition for an amount of US$50,000,000 or more, at least one (1) Business Day prior to the date on which any such Acquisition is to be consummated ( provided that if no Borrowing will be made in connection with such Acquisition, the Borrowers shall deliver to the Agent and each Lender the following certificate no later than thirty (30) days following the closing date of such Acquisition), a certificate of a Responsible Officer certifying that all of the requirements set forth in this clause (g) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;


(h)	to the extent (if any) constituting an Investment, Swap Contracts permitted by Section 6.14 ; and

(i)

so long as no Default has occurred and is continuing or would result from such Investment, any other Investments (other than Investments described in clauses (a) through (h) above) made since the Agreement Effective Date in an amount not to exceed the greater of (i) US$150,000,000 and (ii) 2.00% of Total Assets (which shall be measured as of the date such Investment is made and shall take into account any Investment previously or concurrently made pursuant to this clause (i) and then held as of such date) in the aggregate,

provided that, in each case, none of the Loan Parties shall create or acquire any Subsidiary that is not a Project Company.

Section 6.17 Fundamental Changes. No Loan Party will merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom, (a) Canadian Holdings may dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to another Loan Party and (b) US Holdings may dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to OpCo. Neither of the Borrowers will reorganize under the laws of any jurisdiction other than (a) in the case of US Holdings, the United States of America and (b) in the case of Canadian Holdings, Canada.

Section 6.18 Dispositions. No Loan Party will make any Disposition except:


(a)	Dispositions of obsolete, damaged, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


(b)	Dispositions of inventory in the ordinary course of business;


(c)	Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;


(d)	Dispositions of property by Canadian Holdings to another Loan Party;


(e)	Dispositions permitted by Sections 6.17 or 6.19 ;

(f)

Dispositions by a Loan Party not otherwise permitted under this Section 6.18 ; provided that, (i) no Default has occurred and is continuing at the time of and immediately after giving effect to such Disposition and (ii) only if the relevant Disposition is in excess of US$10,000,000, after giving Pro Forma Effect to such Disposition, OpCo and US Holdings shall be in Pro Forma Compliance with all of the covenants set forth in Section 6.13 , such compliance to be determined on the basis of the financial information most recently delivered to the Agent and the Lenders pursuant to Section 6.04(a), (b) or (c) and provided further that after giving effect to any such Disposition of less than 100% of the Equity Interests of any Project Company, the applicable Borrower shall retain Control of such Project Company;


(g)	Disposition of cash or Cash Equivalents;


(h)	Dispositions of property, or issuances of its Equity Interests, by US Holdings to OpCo; and


(i)	Dispositions by the Borrowers, or either of them, of indebtedness of OpCo held by such Borrower (including the instruments evidencing such indebtedness), in each case, in satisfaction and discharge of such indebtedness or so much thereof as is equal to the amount thereof so distributed to OpCo;

provided , however , that any Disposition pursuant to this Section 6.18 shall be for fair market value; and provided further , however , notwithstanding anything herein to the contrary, the Loan Parties and Canadian Holdings shall, at any time, be permitted to Dispose of any direct or indirect interest any of them may have in any of the entities listed on Schedule 6.18 hereto, so long as such entities hold no material assets (other than their ownership interests in their respective Subsidiaries, which, prior to such Disposition, will be transferred to another entity that is directly or indirectly owned by one of the Loan Parties) and conduct no material operations.

Section 6.19 Restricted Payments. No Loan Party will make, directly or indirectly, any Restricted Payment, except that:


(a)	each Loan Party (other than OpCo) may make Restricted Payments to OpCo, or to any other Person that owns a direct Equity Interest in such Loan Party, ratably according to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made;


(b)	each Loan Party may declare and make distributions payable solely in the common stock or other common Equity Interests (including any Tracking Interests) of such Person;


(c)	each Loan Party may purchase, redeem or otherwise acquire its common Equity Interests (including any Tracking Interests) with the proceeds received from the substantially concurrent issue of new common Equity Interests (including any Tracking Interests);

(d)

OpCo may declare and pay distributions in cash or Cash Equivalents to NEE Partners in an amount necessary to permit NEE Partners to pay reasonable and customary organization and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, umbrella insurance costs, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business);


(e)	each Loan Party may issue common Equity Interests (including any Tracking Interests) to a Loan Party, in each case that is its direct parent;


(f)	so long as no Default has occurred and is continuing or would result from such Restricted Payment, OpCo may declare and pay distributions in cash or Cash Equivalents; provided that immediately after giving pro forma effect to such distribution, OpCo and US Holdings shall be in compliance with all of the covenants set forth in Section 6.13 ;


(g)	OpCo may declare and pay distributions in cash or Cash Equivalents to NEE Partners up to the amount necessary to permit NEE Partners to pay franchise fees or similar taxes and fees required to maintain its existence;


(h)	to the extent constituting a Restricted Payment, the Loan Parties may make payments of Fees as required pursuant to the Cash Sweep and Credit Support Agreement and the Management Services Agreement;


(i)	to the extent constituting a Restricted Payment and so long as no Default has occurred and is continuing or would result from such Restricted Payment, each Loan Party may make Restricted Payments (other than the payments permitted in paragraph (h) above) as required pursuant to the Cash Sweep and Credit Support Agreement and the Management Services Agreement;


(j)	the Loan Parties may return to NEER or any of its Affiliates any excess cash that is no longer required to be maintained by Genesis Solar Funding, LLC in a debt service reserve account under the terms of any third-party debt financing; and


(k)	Distributions to the extent permitted in Section 6.18(i);

Section 6.20 Change in Nature of Business. No Loan Party will engage in any material line

of business substantially different from those lines of business conducted by the Loan Parties on the Agreement Effective Date or any business substantially related or incidental thereto, or otherwise comprising a “clean energy” business, including, without limitation, pipeline, transmission, nuclear, oil and gas, shale gas, clean coal and regulated utilities in the clean energy sector, or permit the Project Companies, taken as a whole, to do so.

Section 6.21 Transactions with Affiliates. No Loan Party will consummate any transaction of any kind with any of its Affiliates, whether or not in the ordinary course of business, other than:


(a)	on fair and reasonable terms substantially at least as favorable to such Loan Party as would be obtainable by such Loan Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate thereof;


(b)	a transaction between one or more Loan Parties;


(c)	any employment agreement or director’s engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by a Loan Party and approved by a Responsible Officer of such Loan Party in good faith;


(d)	any issuance of Equity Interests of a Loan Party;


(e)	Restricted Payments that do not violate the provisions of Section 6.19 ;


(f)	payments or advances to employees or consultants that are incurred in the ordinary course of business or that are approved by a Responsible Officer of such Loan Party in good faith;

(g)

the existence of, or the performance by a Loan Party of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Agreement Effective Date and any similar agreements which it may enter into thereafter; provided , however , that the existence of, or the performance by such Loan Party of its obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Agreement Effective Date shall only be permitted by this Section 6.21(g) to the extent that the terms of any such amendment or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than those such agreements to which the Loan Parties are party as of Agreement Effective Date; or


(h)	transactions required or permitted pursuant to the Cash Sweep and Credit Support Agreement, the Management Services Agreement and the RoFo Agreement.

Section 6.22 Burdensome Agreements. No Loan Party will enter into or permit to exist any contractual obligation (other than this Agreement or any other Loan Document or, so long as any such obligations in respect of Restricted Payments or Liens as may be included in any Additional Senior Debt Agreement are no more restrictive than the similar obligations contained herein, any such Additional Senior Debt Agreement) that limits the ability (i) of any other Loan Party to make Restricted Payments to OpCo or to otherwise transfer property to or invest in OpCo, except for any agreement in effect on the date hereof and set forth on Schedule 6.22 or (ii) of any Loan

Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations.

Section 6.23 Employee Benefit Plans. No Loan Party will:


(a)	engage in any non-exempt “prohibited transaction” within the meaning of §406 of ERISA or §4975 of the Code which could result in a material liability for a Borrower or its ERISA Affiliates; or


(b)	permit any Guaranteed Pension Plan sponsored by a Borrower or its ERISA Affiliates to fail to meet the minimum funding standards described in §302 and §303 of ERISA, whether or not such deficiency is or may be waived; or


(c)	fail to contribute to any Guaranteed Pension Plan sponsored by a Borrower or its ERISA Affiliates to an extent which, or terminate any Guaranteed Pension Plan sponsored by a Borrower or its ERISA Affiliates in a manner which, could result in the imposition of a lien or encumbrance on the assets of any Loan Party or any of its Subsidiaries pursuant to §303(k) or §4068 of ERISA; or

(d)

permit or take any action which would result in the aggregate benefit liabilities (within the meaning of §4001(a)(16) of ERISA) of Guaranteed Pension Plans sponsored by a Borrower or its ERISA Affiliates exceeding the value of the aggregate assets of such plans, disregarding for this purpose the benefit liabilities and assets of any such plan with assets in excess of benefit liabilities, by more than the amount set forth in Section 5.11(c) . For purposes of this covenant, poor investment performance by any trustee or investment management of a Guaranteed Pension Plan shall not be considered as a breach of this covenant.

Section 6.24 Sanctions. The Loan Parties will not, and will not permit any Subsidiary to directly or indirectly, use the proceeds of any Borrowing or Letter of Credit, or lend, contribute or otherwise make available such proceeds (x) in violation of anti-corruption laws or (y) to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Agent, Issuing Bank or otherwise) of Sanctions.

Section 6.25 Amendments of Organization Documents. No Loan Party will amend any of its Organization Documents, other than amendments that do not, taken as a whole, have a Material Adverse Effect.

Section 6.26 Accounting Changes. No Loan Party will make any change in (a) accounting policies or reporting practices, except as required by generally accepted accounting principles, or (b) fiscal year.

Section 6.27 Prepayments, Etc. of Indebtedness. No Loan Party will prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any unsecured Funded Debt (other

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than Funded Debt permitted pursuant to the provisions of Section 6.14(e)(iii) ), junior Lien Funded Debt or any Funded Debt which is contractually subordinated to the Obligations, except (a) regularly scheduled payments of principal and interest in respect of such Funded Debt in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Funded Debt was issued or incurred or any subordination agreement in respect of such Funded Debt ( provided that such regularly scheduled payments of principal shall not exceed 1.00% per annum of the aggregate principal amount of such Funded Debt), (b) prepayments and repayments of such Funded Debt made from cash of OpCo that at such time would be permitted to be distributed to NEE Partners pursuant to Section 6.19(f) , (c) prepayments and repayments of such Funded Debt made with the proceeds of Permitted Refinancing Indebtedness in respect thereof, (d) payments of amounts due and payable under Swap Contracts or under the Cash Sweep and Credit Support Agreement and (e) other prepayments, repayments, redemptions or similar transactions in an amount not to exceed the greater of (i) US$25,000,000 and (ii) 1.00% of Total Assets (which shall be measured as of the date such transaction is consummated and shall take into account any transaction previously or concurrently consummated pursuant to this clause (e)).

Section 6.28 Amendment, Etc. of Indebtedness. No Loan Party will amend, modify or change in any manner any term or condition of any Funded Debt set forth in Schedule 6.14(b) , except for any refinancing, refunding, renewal or extension thereof permitted by Section 6.14 (b) , in a manner materially adverse to the interests of the Agents, any Lender or any Secured Party in their capacity as such, taken as a whole.

Section 6.29 Sales and Lease-Backs. No Loan Party will become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party has sold or transferred or is to sell or to transfer to any other Person.

Section 6.30 Unrestricted Project Companies . The Borrowers will not cause or permit any Unrestricted Project Companies to (a) create, incur, assume or suffer to exist any Funded Debt or (b) create any Lien upon or with respect to any of its properties, or assign any right to receive income, in each case to secure or provide for the payment of any debt of any Person.

ARTICLE 7
CONDITIONS PRECEDENT

Section 7.01 Conditions Precedent to Effectiveness. The effectiveness of this Agreement is subject to the following conditions precedent, each of which shall have been met or performed in the reasonable opinion of the Agent:


(a)	Execution of the Agreement. This Agreement (and any Notes that are to be provided by the Borrowers if one or more Lenders have, as of the Agreement Effective Date, requested Notes to be issued pursuant to Section 2.10 ) shall have been duly executed and

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delivered by the respective Parties hereto and thereto; provided that no Note shall be issued to any Lender hereunder unless specifically requested by such Lender in writing to the Borrowers.


(b)	Documents . The Agent shall have received the following:

(i) The U.S. Security Agreement, duly executed by US Holdings and OpCo, together with evidence that all actions, recordings and filings that the Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement has been taken;

(ii) The Canadian Security Agreement, duly executed by Canadian Holdings, together with evidence that all actions, recordings and filings that the Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Canadian Security Agreement has been taken;

(iii) The NEE Partners Guaranty, duly executed by NEE Partners; and

(iv) The Intercreditor Agreement, duly executed by the Collateral Agent and each other party thereto.


(c)	Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each Loan Party and NEE Partners of this Agreement, any other Loan Document to which they are a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Lenders and the Issuing Banks shall have been provided by the Loan Parties to the Agent.

(d)

Incumbency Certificates. Each Loan Party and NEE Partners shall have provided an incumbency certificate to the Agent, each such certificate being dated as of the Agreement Effective Date, signed by their respective duly authorized officers, and giving the name and bearing a specimen signature of each individual who shall be authorized: (1) to sign in the name and on behalf of such Loan Party or NEE Partners, as applicable each of the Loan Documents to which it is a party (2) in the case of each Borrower, to make requests for Borrowings and Interest Rate Notices, and (3) to give notices and to take other action on its behalf under the Loan Documents.


(e)	Solvency Certificates. The Agent shall have received certificates attesting to the Solvency of each Loan Party before and after giving effect to the transactions contemplated hereby, from its chief financial officer, in form and substance reasonably acceptable to the Agent and the Lenders.


(f)	Borrower’s Certificate. The Agent shall have received the Borrowers’ executed certificate (dated as of the Agreement Effective Date) substantially in the form of Exhibit C .


(g)	Opinions of Counsel. The Agent shall have received a favorable opinion addressed to the Lenders, the Issuing Banks and the Agents, dated as of the Agreement Effective Date, (i) in form and substance reasonably acceptable to the Agent and the Lenders, from

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Squire Patton Boggs (US) LLP, counsel to the Loan Parties and (ii) in form and substance reasonably acceptable to the Agent and the Lenders, from McCarthy Tetrault LLP, Canadian counsel to the Loan Parties (and each Loan Party hereby instructs such counsel to deliver such opinions to the Agent for the Lenders, the Issuing Banks and the Agents).


(h)	No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of any Lender or any Issuing Bank would make it illegal for such Lender to make any Loan or any Issuing Bank to issue any Letters of Credit.

(i)

Governmental Regulation. Each Lender and each Issuing Bank shall have received such statements in substance and form reasonably satisfactory to such Lender or such Issuing Bank as such Lender or such Issuing Bank shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Federal Reserve Board, including, without limitation, applicable “know your customer” requirements.

(j)

Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement, the other Loan Documents and all other documents incident thereto shall be satisfactory in substance and in form to the Lenders and the Issuing Banks and to counsel for the Agents, and the Lenders, the Issuing Banks and such counsel shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request.


(k)	Payment of Fees and Expenses. The Borrowers shall have paid all accrued fees and expenses of the Agents (including the accrued fees and expenses of counsel to the Agents) and the up-front fees then payable to the Lenders.

Section 7.02 Each Loan. The obligation of each Lender to make each Loan pursuant to Section 2.01 herein is subject to the following conditions precedent, each of which shall have been met or performed by the Borrowing Date with respect to each such Loan:


(a)	Borrowing Notice. The Borrowers shall have delivered the relevant Borrowing Notice to the Agent as provided for in Section 2.02 .


(b)	No Default. No Default shall have occurred and be continuing or will occur upon the making of the Loan on such Borrowing Date.

(c)

Representations. Each of the representations and warranties contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true and correct in all material respects as of the time of the making of such Loan, with the same effect as if made at and as of that time (except to the extent that such representations and warranties relate expressly to an earlier date); provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects.


(d)	Material Project Companies . (i) No Material Project Company shall be in default

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under Section 8.01(e) and (ii) no Material Project Company shall be the subject of any Insolvency Proceeding.

Section 7.03 Each Letter of Credit. The obligation of each Issuing Bank to issue any Letter of Credit pursuant to Section 3.01 herein is subject to the following conditions precedent, each of which shall have been met or performed by the proposed date of issuance of such Letter of Credit:


(a)	Request for Issuance. The Borrowers shall have delivered to the applicable Issuing Bank the written request of such Letter of Credit provided for in Section 3.02(a) .


(b)	No Default. No Default shall have occurred and be continuing or will occur upon the date of issuance of such Letter of Credit.

(c)

Representations. Each of the representations and warranties contained in this Agreement, in the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects as of the time of the issuance of such Letter of Credit, with the same effect as if made at and as of that time (except to the extent that such representations and warranties relate expressly to an earlier date).


(d)	Material Project Companies . (i) No Material Project Company shall be in default under any Funded Debt aggregating US$50,000,000 or more and (ii) no Material Project Company shall be the subject of any Insolvency Proceeding.

Section 7.04 Determinations Under Section 7.01. For purposes of determining compliance with the conditions specified in Section 7.01 , each Lender and each Issuing Bank shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders and the Issuing Banks unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender or such Issuing Bank prior to the date that the Borrowers, by notice to the Agent, the Issuing Banks and the Lenders, designates as the proposed Agreement Effective Date, specifying its objection thereto. The Agent shall promptly notify the Issuing Banks and the Lenders of the occurrence of the Agreement Effective Date.

ARTICLE 8
EVENTS OF DEFAULT, ACCELERATION, ETC.

Section 8.01 Events of Default and Acceleration. The following events shall constitute “ Events of Default ” for purposes of this Agreement:


(a)	Either Borrower shall fail to pay any principal of any Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of

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maturity or at any other date fixed for payment; or


(b)	Either Borrower shall fail to pay any interest on any Loan, any fees or other sums due hereunder or under any of the other Loan Documents, for a period of five (5) Business Days following the date when the same become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; or

(c)

(i) Any Loan Party shall fail to perform any term, covenant or agreement contained in Section 6.05 , Section 6.06 (but only as to corporate existence), Section 6.10 , Section 6.11 , Section 6.13 through 6.30 , inclusive, or, for so long as NEE Partners has any obligations pursuant to the NEE Partners Guaranty, NEE Partners shall fail to perform any term, covenant or agreement contained in Article IV of the NEE Partners Guaranty or (ii) any Loan Party shall fail to perform any term covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this Section 8.01 ) for thirty (30) days after Notice of such failure has been given to the Borrowers by the Agent or any Lender; or

(d)

Any representation or warranty of any Loan Party in this Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Agreement, or for so long as NEE Partners has obligations pursuant to the NEE Partners Guaranty any representation or warranty of NEE Partners in the NEE Partners Guaranty, shall prove to have been false in any material respect upon the date when made or deemed to have been made by the terms of this Agreement; or

(e)

Any Loan Party, NEE Partners (if the NEE Partners Guaranty is in effect) or, subject to the proviso below, any Material Project Company, shall default in the payment when due of any principal of or any interest on any Funded Debt aggregating US$50,000,000 or more, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing Funded Debt, in an aggregate amount of US$50,000,000 or more, for such period of time as would permit (assuming the giving of appropriate notice or the lapse of time if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, unless such failure shall have been cured by such Loan Party, NEE Partners or such Material Project Company, as the case may be, or effectively waived by such holder or holders, provided that no Event of Default shall result under this paragraph (f) from an event or circumstance limited to a Material Project Company unless, as result thereof and giving Pro Forma Effect thereto, US Holdings or OpCo would be in violation of Section 6.13 , provided further , that no Event of Default shall result under this paragraph (e) from an event or circumstance under the Cash Sweep and Credit Support Agreement until NEER shall have initiated or participated in legal proceedings to enforce its right to payment under the Cash Sweep and Credit Support Agreement; or


(f)	Any Loan Party, NEE Partners (if the NEE Partners Guaranty is in effect) or, subject to the proviso below, any Material Project Company shall (1) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of such Person, or of all or a substantial part of

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the assets of such Person, (2) admit in writing its inability, or be generally unable, to pay its debts as the debts become due, (3) make a general assignment for the benefit of its creditors, (4) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect), (5) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (6) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (7) take any corporate action for the purpose of effecting any of the foregoing; provided that no Event of Default shall result under this paragraph (f) from an event or circumstance limited to a Material Project Company unless, as result thereof and giving Pro Forma Effect thereto, US Holdings or OpCo would be in violation of Section 6.13 ; or

(g)

without its application, approval or consent, a proceeding shall be commenced, in any court of competent jurisdiction, seeking in respect of any Loan Party, NEE Partners (if the NEE Partners Guaranty is in effect) or, subject to the proviso below, any Material Project Company: the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like of such Person, or of all or any substantial part of the assets of such Person, or other like relief in respect of such Person under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts unless such proceeding is contested in good faith by such Person; and, if the proceeding is being contested in good faith by such Person, the same shall continue undismissed, or unstayed and in effect, for any period of ninety (90) consecutive days, or an order for relief against such Person shall be entered in any involuntary case under the Bankruptcy Code; provided that no Event of Default shall result under this paragraph (g) from an event or circumstance limited to a Material Project Company unless, as result thereof and giving Pro Forma Effect thereto, US Holdings or OpCo would be in violation of Section 6.13 ; or

(h)

there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against any Loan Party or, NEE Partners (if the NEE Partners Guaranty is in effect) that, with other then undischarged, unsatisfied and unstayed, outstanding final judgments against such Loan Party, as the case may be, exceeds in the aggregate US$50,000,000; or

(i)

any of the Loan Documents or the NEE Partners Guaranty (other than to the extent provided therein) shall be canceled, terminated, revoked or rescinded by any applicable Loan Party or NEE Partners, respectively, other than in accordance with the terms thereof or with the express prior written agreement, consent or approval of all Lenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or the NEE Partners Guaranty (other than to the extent provided therein) shall be commenced by or on behalf of any applicable Loan Party, or NEE Partners, respectively, or any of their stockholders, or any court or any other Governmental Authority of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or the NEE Partners Guaranty is illegal, invalid or unenforceable in accordance with the terms thereof; or

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(j)

(i) with respect to any Guaranteed Pension Plan, (A) an ERISA Reportable Event shall have occurred; (B) an application for a minimum funding waiver shall have been filed; (C) a notice of intent to terminate such plan pursuant to Section 4041(a)(2) of ERISA shall have been issued; (D) a lien under Section 303(k) of ERISA shall be imposed; (E) the PBGC shall have instituted proceedings to terminate such plan; (F) the PBGC shall have applied to have a trustee appointed to administer such plan pursuant to Section 4042 of ERISA; or (G) any event or condition that constitutes grounds for the termination of, or the appointment of a trustee to administer, such plan pursuant to Section 4042 of ERISA shall have occurred or shall exist, provided that with respect to the event or condition described in Section 4042(a)(4) of ERISA, the PBGC shall have notified a Borrower or any ERISA Affiliate that it has made a determination that such plan should be terminated on such basis; or (ii) with respect to any Multiemployer Plan, a Borrower or any ERISA Affiliate shall incur liability as a result of a partial or complete withdrawal from such plan or the reorganization, insolvency or termination of such plan; and, in the case of each of (i) or (ii), the Majority Lenders shall have determined in their reasonable discretion that such events or conditions, individually or in the aggregate, reasonably could be expected likely to result in liability of the Borrowers in an aggregate amount exceeding US$50,000,000; or


(k)	there shall occur any Change of Control; or


(l)	any Security Document after delivery thereof pursuant to Section 7.01 or 6.11 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 6.15 ) on the Collateral purported to be covered thereby.

Notwithstanding anything to the contrary contained in this Article 8 , in the event that OpCo or US Holdings fails to comply with the requirements of Section 6.13 , until the expiration of the tenth (10 ^th ) day subsequent to the date the certificate calculating such compliance is required to be delivered pursuant to Section 6.04(b ) or (c) (the period from such failure to comply to such tenth (10 ^th ) day, the “ Cure Period ”), OpCo or US Holdings shall have the right to receive cash contributions to the capital of OpCo or US Holdings, as applicable (collectively, the “ Cure Right ”), and upon the receipt by OpCo or US Holdings, as applicable, of such cash (the “ Cure Amount ”) pursuant to the exercise by OpCo or US Holdings of such Cure Right compliance with the covenants set forth in Section 6.13 shall be recalculated giving effect to the following pro forma adjustments:


(i)	Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, shall be increased, solely for the purpose of measuring compliance with Section 6.13 by an amount equal to the Cure Amount; and


(ii)	if, after giving effect to the foregoing recalculations, OpCo or US Holdings, as applicable, shall then be in compliance with the requirements of Section 6.13 , OpCo or US Holdings, as applicable, shall be deemed to have satisfied the requirements of Section 6.13

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as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.13 that had occurred shall be deemed cured for the purposes of this Agreement.

Notwithstanding anything herein to the contrary, (a) in each Measurement Period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (b) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.13 as of the relevant date of determination and (c) for the initial Measurement Period with respect to which such equity cure was made, the increase in Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall be disregarded for purposes of determining the availability or amount of any covenant baskets and, for the purposes of determining compliance with any covenants that require pro forma compliance with Section 6.13 , shall not result in any pro forma increase in cash or debt reduction except to the extent such proceeds are actually applied to prepay indebtedness. For the avoidance of doubt, the increase in Adjusted Covenant Cash Flow of OpCo or US Holdings, as applicable, resulting from the exercise of the Cure Right shall not be disregarded in any period subsequent to the initial Measurement Period, for any of the purposes described in clause (c).

Section 8.02 Lenders’ Remedies. Upon the occurrence of any Event of Default, for so long as same is continuing, the Agent shall, at the request of, or may, with the consent of, the Majority Lenders, by Notice to the Borrowers, take any or all of the following actions:


(a)	declare the Commitment of each Lender to make Loans and any obligation of the Issuing Banks to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;


(b)	declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;


(c)	require that the Borrowers Cash Collateralize their respective L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and


(d)	exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each Issuing Bank to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of any Agent or any Lender.

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Section 8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 ), any amounts received on account of the Obligations shall, subject to the provisions of Sections 4.09 and 4.10 , and subject to the further provisions below be applied by the Agent in the following order:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Article 4 ) payable to the Agents in their capacity as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, charges and disbursements of counsel to the respective Lenders and the respective Issuing Banks arising under the Loan Documents and amounts payable under Article 4 ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

Fifth , to the Agents for the account of the Issuing Banks, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 4.09 ; and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law; provided that in no event shall the proceeds of any recovery against or from Canadian Holdings, or any of its assets, be applied to any obligations, other than the several Obligations of Canadian Holdings hereunder and under the other Loan Documents;

provided that the application of the proceeds of Collateral shall be governed by the provisions of the Intercreditor Agreement.

Subject to Section 4.09 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all

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Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, (i) Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Agent has not received written notice thereof, together with such supporting documentation as the Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be and (ii) any amounts received on account of the Obligations shall not be applied to any Excluded Swap Obligation of such Loan Party. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE 9

CONTINUING GUARANTY

Section 9.01 Guaranty . Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations (other than Third-Party Provided Funded Debt of Canadian Holdings), whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each other Loan Party to the Guaranteed Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof). The Agents’ books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Section 9.02 Rights of Guaranteed Parties . Each Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect,

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sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Agents, the Issuing Banks and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Section 9.03 Certain Waivers . Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party; (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; (h) any defense relating to the amendment or waiver of the term of any guaranteed Obligation; and (i) any defense arising under any law or regulation of any jurisdiction or any other event affecting any term of a guaranteed Obligation. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Section 9.04 Obligations Independent . The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against such Guarantor to enforce this Guaranty whether or not any other Loan Party or any other person or entity is joined as a party.

Section 9.05 Subrogation . No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments are terminated. If any amounts are paid to any Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Guaranteed Parties to reduce the amount of the Obligations, whether matured or unmatured.

Section 9.06 Termination; Reinstatement . This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments with respect to the Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived,

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as the case may be, if any payment by or on behalf of any other Loan Party or any Guarantor is made, or any of the Guaranteed Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any debtor relief laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Guaranteed Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

Section 9.07 Subordination . Each Guarantor hereby subordinates the payment of all obligations and indebtedness of the other Loan Parties owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the other Loan Parties to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Guaranteed Parties so request, any such obligation or indebtedness of the other Loan Parties to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Guaranteed Parties on account of the Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

Section 9.08 Stay of Acceleration . If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Guarantor or any other Loan Party under any debtor relief laws, or otherwise, all such amounts shall nonetheless be payable by such Guarantor immediately upon demand by the Guaranteed Parties.

Section 9.09 Condition of Loan Parties . Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each other Loan Party and any other guarantor such information concerning the financial condition, business and operations of such other Loan Party and any such other guarantor as such Guarantor requires, and that none of the Guaranteed Parties has any duty, and such Guarantor is not relying on the Guaranteed Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of any other Loan Party or any other guarantor (such Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information and any defense relating to the failure to provide the same).

Section 9.10 Keepwell . Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article 9 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater

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amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

ARTICLE 10

THE AGENT

Section 10.01 Appointment and Authority .

(a)

Each of the Lenders and the Issuing Banks hereby irrevocably appoints Bank of America, N.A. to act on its behalf as the Agent and Bank of America, N.A. (Canada Branch) to act on its behalf as the Canadian Agent hereunder and under the other Loan Documents and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and except as otherwise provided herein, no Borrower shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “the Agent” herein or in any other Loan Documents (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)

The Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoint and authorize the Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 10.06 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article 10 and Article 11 (including Section 11.04(c ), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 10.02 Rights as a Lender, Issuing Bank. The Person serving as an Agent hereunder shall have the same rights and powers when acting in its capacity as a Lender or Issuing Bank as any other Lender or Issuing Bank, and may exercise such rights and powers as though it were not

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an Agent, and the term “Lender,” “Lenders,” “Issuing Bank” and “Issuing Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and its affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Loan Party or any Subsidiary or other affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders or the Issuing Banks.

Section 10.03 Exculpatory Provisions .


(a)	The duties and obligations of each Agent are only as expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, each Agent:


(i)	shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Insolvency Proceedings or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Insolvency Proceedings; and


(iii)	shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of the Borrowers’ affiliates that is communicated to or obtained by the Person serving as an Agent or any of its affiliates in any capacity.

(b)

No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02 and Section 11.01 ), or (ii) in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until Notice describing such Default is given to such Agent by a Borrower, a Lender or an Issuing Bank.


(c)	No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document

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delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 7 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent.

Section 10.04 Reliance by the Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon ( provided that the foregoing is not intended to be construed or to operate in derogation of the Notice requirements in Section 11.02 ). In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, such Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless such Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10.05 Indemnification. The Lenders agree to indemnify each Agent and each Issuing Bank (to the extent not reimbursed under Section 11.03 and Section 11.04 , but without limiting the obligations of the Loan Parties under said Sections, and ratably in accordance with its respective Commitment) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted (including by any Lender) against such Agent or such Issuing Bank, as the case may be, arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that the Borrower is obligated to pay under Section 11.03 and Section 11.04 but excluding, unless a Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence, bad faith or willful misconduct of the party to be indemnified.

Section 10.06 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-Agents appointed by such Agent. The exculpatory provisions of this Article shall apply to the Agent’s activities in connection with the syndication of the Commitments as

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well its activities as an Agent, and also shall apply to the activities any such sub‑Agent permitted herein. No Agent shall be responsible for the negligence or misconduct of any sub-Agent except to the extent that such Agent acted with gross negligence or willful misconduct.

Section 10.07 Resignation or Removal of the Agents .

(a)

An Agent may at any time give Notice of its resignation to the Lenders, the Issuing Banks and the Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an affiliate thereof with an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives Notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “ Resignation Effective Date ”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such Notice on the Resignation Effective Date.

(b)

If the Person serving as an Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by Notice to the Borrowers and such Person remove such Person as the Agent and, in consultation with the Borrowers, and, so long as no Default is continuing, subject to the consent of the Borrowers, appoint a successor, which successor Agent shall be a Lender and maintain an office in the United States. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such Notice on the Removal Effective Date.

(c)

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable): (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that, in the event any collateral security is then being held by the Agent on behalf of the Lenders, or the Issuing Banks under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed); and (2) except for any indemnity payments owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Majority Lenders appoint a successor Agent as provided for in this Section 10.07 . Upon the acceptance by a successor of such appointment for it to act as successor Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring or removed Agent shall, except as provided above, be discharged from all of its duties and

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obligations hereunder or under the other Loan Documents ( provided that the foregoing shall not relieve the retiring or removed Agent from any liability for its gross negligence or willful misconduct hereunder). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to the predecessor Agent unless otherwise agreed between the Borrowers and such successor Agent. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10 and Section 11.03 and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent and its sub‑Agents in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as the Agent hereunder.

(d)

Any resignation by Bank of America, N.A., as the Agent pursuant to this Section 10.07 shall also constitute its resignation as Issuing Bank and the resignation of Bank of America, N.A. (Canada Branch) as Canadian Agent. If Bank of America, N.A. resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank provided for hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as Issuing Bank and all L/C Obligations with respect thereto. Upon the appointment by the Borrower of a successor Issuing Bank hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (1) such successor shall succeed to and become vested with all of the rights, powers, privileges, duties and obligations of the retiring Issuing Bank, (2) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents ( provided that the foregoing shall not relieve the retiring Issuing Bank from any liability for its gross negligence or willful misconduct hereunder), and (3) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, that were issued by the retiring Issuing Bank and which remain outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such outstanding Letters of Credit.

Section 10.08 Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 10.09 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or Bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent, a Lender or an Issuing Bank hereunder.

Section 10.10 Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Insolvency Proceeding or any other judicial proceeding relative to any

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Loan Party, the Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Agents and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Agents under Sections 2.03 , 3.07 , 11.03 and 11.04 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Agent and, if the Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent under Section 11.04 .

Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank to authorize the Agent to vote in respect of the claim of any Lender or any Issuing Bank or in any such proceeding.

The Secured Parties hereby irrevocably authorize the Agent, at the direction of the Majority Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid

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(i) the Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles ( provided that any actions by the Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Majority Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Majority Lenders contained in clauses (a) through (g) of Section 11.01 of this Agreement, (iii) the Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Section 10.11 Collateral and Guaranty Matters . Without limiting the provisions of Section 10.10 , each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Banks irrevocably authorize the Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Agent under any Loan Document (i) upon termination of the aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank of Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Agent and the applicable Issuing Bank shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Property (as such term is defined in the U.S. Security Agreement or the Canadian Security Agreement, as the case may be), (iv) that constitutes a Lien permitted in Section 6.15(iii), or (v) if approved, authorized or ratified in writing in accordance with Section 11.01 ; and

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Agent at any time, the Majority Lenders will confirm in writing the Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.11 ; provided that, in the case of any request of any of the Loan Parties that the

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Agent release its interests on any property contemplated in clause (a)(iv) of this Section 10.11 above and in Section 6.15(iii), each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the Issuing Banks irrevocably authorize and direct the Agent to provide such release without any further consent or direction on the part of any Person.

In each case as specified in this Section 10.11 , the Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.11 .

The Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 10.12 Secured Cash Management Agreements and Secured Hedge Agreements . No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03 , any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 10 to the contrary, the Agents shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Agents have received written notice of such Obligations, together with such supporting documentation as the Agents may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

Section 10.13 Lender ERISA Matters . (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Joint Lead Arranger listed on the cover page of this Agreement (an “Arranger”) and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified

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professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that:

(i) none of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

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(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent or any Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

(c) The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

As used in this Section:

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

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ARTICLE 11

MISCELLANEOUS

Section 11.01 Consents, Amendments, Waivers, Etc. Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement to be given by one or more or all Lenders may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by any Loan Party of any terms of this Agreement or such other instrument or the continuance of any Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Loan Parties and the written consent of the Majority Lenders. Notwithstanding the foregoing, (a) except as contemplated in Section 2.11 , the rate of interest on and the term of the Loans, the Loan Maturity Date, the principal amount of the Loans owing to each Lender, the dates on which interest is required to be paid hereunder, the amount and dates of payment of the fees or principal owing each Lender hereunder may not be changed, the amount of each Lender’s Commitment hereunder may not be increased and the tenor of each Lender’s obligations under this Agreement may not be extended, in any such case without the written consent of the Loan Parties and the written consent of each Lender affected thereby; (b) Section 2.13 , this Section 11.01 , the definition of Majority Lenders, the definition of Pro Rata Share and any provision of the Loan Documents that requires action by all Lenders may not be amended without the written consent of all Lenders; (c) the aggregate amount of the Commitments may not be increased without the written consent of all Lenders; (d) Article 10 may not be amended without the written consent of the Agent; (e) neither Article 3 nor any other provision of this Agreement which affects the rights or obligations of any Issuing Bank may be amended without the written consent of such Issuing Bank; (f) any amendment to or waiver of any condition precedent to the making of any Loan pursuant to Section 2.01(a ) or the issuance of any Letter of Credit pursuant to Section 3.01 shall require the consent of the Majority Lenders; (g) no Letter of Credit may be extended beyond the Commitment Termination Date without the prior written consent of all Issuing Banks; (h) the NEE Partners Guaranty may not be released prior to the date that OpCo delivers audited financial statements without the written consent of each Lender; (i) all or substantially all of the value of the Guaranty or the Collateral may not be released without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 10.11 (in which case such release may be made by the Agent acting alone); and (j) at any time no Obligations of, and requests for Borrowings to be made by, Canadian Holdings are then outstanding, the Loan Parties may, by written notice to the Agent, irrevocably notify the Agent of the election of Canadian Holdings to withdraw from this Agreement as a Borrower, and thereafter Canadian Holdings shall for all purposes of this Agreement and each of the other Loan Documents cease to be, have no further rights of and shall no longer be subject to terms and conditions applicable to, a Borrower hereunder or thereunder, and the Liens granted by Canadian Holdings to secure its Obligations hereunder and thereunder shall automatically terminate and the Collateral Agent shall be authorized to deliver such Lien releases and return all Collateral of Canadian Holdings held by the Collateral Agent, in each case upon the reasonable request and at the expense of the Loan Parties. In furtherance of clause (f) of the second sentence of this Section 11.01 , no amendment or waiver of any representation or warranty or any covenant or Event of Default contained in this Agreement shall be deemed to be effective for purposes of determining whether the condition precedent referred to in any such clause has been satisfied unless the Lenders referred to in such clause shall have consented to such amendment or

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waiver. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of any Agent, any Issuing Bank or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any Loan Party shall entitle any Loan Party to other or further notice or demand in similar or other circumstances.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with the Intercreditor Agreement for the benefit of all the Senior Creditors; provided , however , that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 4.10 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any debtor relief law; and provided , further , that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (i) the Majority Lenders shall have the rights otherwise ascribed to the Agent pursuant to the Intercreditor Agreement and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Majority Lenders, but subject to the provisions of the Intercreditor Agreement, enforce any rights and remedies available to it and as authorized by the Majority Lenders. Any amendment, waiver or consent of the Security Documents or the Intercreditor Agreement shall only be effected in accordance with Section 7.3 of the Intercreditor Agreement.

Section 11.02 Notices .

(a)

Except as otherwise expressly provided in this Agreement, all notices, demands, consents, waivers, elections, approvals, requests and similar communications required or permitted to be provided in connection with this Agreement (any of the foregoing being referred to as a “ Notice ”) shall be set forth in writing and shall be given by U.S. registered or certified mail (return receipt requested) or by recognized nationwide courier service (with signature required to evidence receipt), and shall be deemed received by the addressee Party when delivered during normal business hours to such Party’s address as shown below (or such other address as that Party may specify from time to time in a written Notice given pursuant hereto not less than thirty (30) days prior to the date that the new address is intended to become effective); provided that (x) any Notice delivered in accordance with Article 2 or Article 3 may be delivered by facsimile or other specified electronic delivery system acceptable to the Agents and the Loan Parties and (y) any Notice delivered to the appropriate address for the receiving Party at any time other than during normal business hours will be deemed to be given and received by the receiving Party on the next Business Day thereafter:


(i)	if to the Loan Parties, at 700 Universe Boulevard, Juno Beach, Florida

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33408‑8801, Attention : Treasurer (and for purposes of Notices which can be provided, or confirmed, telephonically or by facsimile as specified in Article 2 or Article 3 , Telephone No. (561) 694-6204, Facsimile No. (561) 694-3707), or at such other address for Notice as the applicable Loan Party shall last have furnished in writing to the Person giving the Notice;

(ii)

if to the Agent, at Agency Management, Bank of America Merrill Lynch, TX1-492-14-19, 901 Main Street, Dallas, TX 75202, Attention: Ronaldo Naval (and for purposes of Notices which can be provided, or confirmed, telephonically or by facsimile as specified in Article 2 or Article 3 , Telephone No. 214-209-1162, Facsimile No. 877-511-6124), or such other address for Notice as the Agent shall last have furnished in writing to the Person giving the Notice;


(iii)	if to the Canadian Agent, at Bank of America, N.A., Canada branch, 181 Bay Street, 4th Floor, Toronto, Ontario, M5J 2V8, Attention: Medina Sales de Andrade, or such other address for Notice as the Canadian Agent shall last have furnished in writing to the Person giving the Notice;


(iv)	if to any Lender or any Issuing Bank, at such Person’s address set forth in the records of the Agent, or such subsequent address for Notice as such Person shall have last furnished in writing to the Person giving the Notice.

(b)

So long as Bank of America, N.A. or any of its affiliates is the Agent, materials required to be delivered pursuant to Section 6.04(a) , Section 6.04(b) , Section 6.04(c) , Section 6.04(d) and Section 6.05 shall be delivered to the Agent in an electronic medium in a format acceptable to the Agent, the Lenders and Issuing Banks by e-mail at ronaldo.naval@baml.com with a copy to jerry.wells@baml.com (or such other address as the Agent may notify the Borrower from time to time). The Loan Parties agree that the Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Borrowers, any other Loan Parties or any of their Subsidiaries or any other materials or matters relating to this Agreement, any Notes as may be issued hereunder or any of the transactions contemplated hereby (collectively, the “ Communications ”) available to the Lenders and the Issuing Banks by posting such notices on DebtDomain or a substantially similar electronic system (the “ Platform ”). Each Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent or any of its affiliates in connection with the Platform. The Agent shall not be liable (except to the extent that such liability arises out of the gross negligence, bad faith or willful misconduct of the Agent or its Related Parties) for any damages arising from the use by unintended recipients of any information or other materials distributed by the Agent, pursuant to this

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Section 11.02(b) or Section 11.02(c) through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(c)

Each Lender and each Issuing Bank agrees that Notice to it (as provided in the next sentence) (a “ Communication Notice ”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender or such Issuing Bank, as the case may be, for purposes of this Agreement; provided that if requested by any Lender or any Issuing Bank, the Agent shall deliver a copy of the Communications to such Lender or such Issuing Bank, as the case may be, by email or facsimile. Each Lender and each Issuing Bank agrees (i) to notify the Agent in writing of such Lender’s or Issuing Bank’s, as the case may be, e-mail address to which a Communication Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender or such Issuing Bank, as the case may be, becomes a party to this Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender or such Issuing Bank, as the case may be) and (ii) that any Communication Notice may be sent to such e-mail address.

Section 11.03 Expenses. Each Loan Party agrees to pay promptly following receipt of written invoices describing in reasonable detail (a) the reasonable fees, expenses and disbursements of the Agents’ external counsel incurred in connection with the administration or interpretation of the Loan Documents and other instruments mentioned herein, the closing hereunder, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (b) the reasonable fees, expenses and disbursements of the Agents and the Issuing Banks incurred by the Agents or the Issuing Banks in connection with the administration or interpretation of the Loan Documents and other instruments mentioned herein, and (c) all reasonable out‑of‑pocket expenses including reasonable external attorneys fees and costs incurred by any Lender, any Agent or any Issuing Bank ( provided that the Borrowers shall only be responsible for the reasonable fees and expenses of one counsel engaged to represent all such Parties taken as a whole unless any actual or potential conflict of interest between such Parties makes it inappropriate for one counsel to represent all such Parties, in which event the Borrowers shall be responsible for the reasonable fees and expenses of one additional counsel for each group of affected Parties similarly situated taken as a whole) in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against any Loan Party or the administration thereof after the occurrence of a Default, (ii) defending against any action brought by the Borrowers or their affiliates against any Agent, any Lender or any Issuing Bank arising under or relating to any of the Loan Documents unless the Borrowers or their affiliates are the prevailing party in such action, and (iii) any litigation, proceeding or dispute brought by such Lender, Agent or Issuing Bank against any Loan Party (whether arising hereunder or otherwise in connection with the transactions contemplated hereby) in which such Lender, Agent or Issuing Bank is the prevailing party (but without derogation to the provisions of Section 11.04 ). The covenants of this Section 11.03 shall survive payment or satisfaction of payment of amounts owing with respect to any Notes as may be issued hereunder.

Section 11.04 Indemnification. Each Loan Party agrees to indemnify and hold harmless the Agents, the Issuing Banks and the Lenders and their respective Related Parties (each, an

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“ Indemnitee ”) from and against any and all claims, actions and suits by a third party (which third party may, for these purposes, include the Agents or any Issuing Bank or Lender) (collectively, “ Actions ”), whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses payable by any Indemnitee to any third party (which third party may, for these purposes, include the Agents or any Issuing Bank or Lender) (collectively, “ Liabilities ”) of every nature and character incurred by or awarded against any such Indemnitee (including the reasonable fees and expenses of counsel), in each case arising out of this Agreement or any of the other Loan Documents or the transactions contemplated hereby including, without limitation, (a) any actual or proposed use by any Loan Party of the proceeds of any Loan or any Letter of Credit, or (b) any Loan Party entering into or performing this Agreement or any of the other Loan Documents; provided that the liabilities, losses, damages and expenses indemnified pursuant to this Section 11.04 shall not include any liabilities, losses, damages and expenses in respect of any taxes, levies, imposts, deductions, charges or withholdings, indemnification for which is provided on the basis, and to the extent, specified in Section 4.08 ; and provided further , that such indemnity shall not be available as to any Indemnitee, to the extent that such liabilities, losses, damages and expenses arise out of the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, as determined by a court of competent jurisdiction in a final, non-appealable judgment. In the event than any Indemnitee shall become subject to any Action or Liability with respect to any matter for which indemnification may apply pursuant to this Section 11.04 (a “ Indemnity Claim ”), such Indemnitee shall give Notice of such Indemnity Claim to the Loan Parties by telephone to at (561) 694-6204 and also in accordance with the written Notice requirements in Section 11.02 ). Such Indemnitee may retain counsel and conduct the defense of such Indemnity Claim, as it may in its sole discretion deem proper, at the sole cost and expense of the Loan Parties. So long as no Default shall have occurred and be continuing hereunder, no Indemnitee shall compromise or settle any claim without the prior written consent of the Loan Parties, which consent shall not unreasonably be withheld or delayed ( provided , that the Loan Parties shall only be responsible for the reasonable fees and expenses of one counsel for all Indemnitees taken as a whole unless any actual or potential conflict of interest between such Indemnitees makes it inappropriate for one counsel to represent all such Indemnitees, in which event the Loan Parties shall be responsible for the reasonable fees and expenses of one additional counsel for each group of affected Indemnitees similarly situated taken as a whole). If, and to the extent that the obligations of the Loan Parties under this Section 11.04 are unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under applicable law. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.04 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any of its directors, security holders or creditors (unless such Loan Party, director, security holder or creditor prevails), an Indemnitee or any other person or the affected Indemnitee is a party thereto and whether or not the transactions contemplated hereby are consummated. Each Party also agrees not to assert any claim against any other Party or any of their respective affiliates, or any of their respective directors, officers, employees, attorneys and the Agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any Notes as may be issued hereunder, this Agreement, any other Loan Document, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit ( provided that the foregoing shall not

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preclude any Indemnitee from seeking to recover the preceding types of damages from the Loan Parties to the extent same are specifically payable by such Indemnitee to any third party).

Section 11.05 Survival of Covenants, Etc. All covenants, agreements representations and warranties made herein, in any Notes as may be issued hereunder, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrowers pursuant hereto shall be deemed to have been relied upon by the Lenders, the Issuing Banks and the Agents, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of the Loans and the issuance by the Issuing Banks of the Letters of Credit as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement, any Notes as may be issued hereunder or any of the other Loan Documents remains outstanding. All statements contained in any certificate or other paper delivered to any Lender, any Issuing Bank or any Agent at any time by or on behalf of the Borrowers pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrowers hereunder. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Section 4.04 , Section 4.05 , Section 4.07 , Section 4.08 , Section 11.03 and Section 11.04 shall survive the payment in full of principal, interest and all other amounts hereunder and under any Notes as may be issued hereunder.

Section 11.06 Assignment and Participation .

(a)

Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender, and no Lender or Issuing Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b) or Section 11.06(f) , (ii) by way of participation in accordance with the provisions of Section 11.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(e) (and any other attempted assignment or transfer by any Party shall be null and void). Other than as specified in Section 10.08 and Section 11.04 , nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Parties, their respective successors and assigns permitted hereby, and Participants to the extent provided in Section 11.06(d) ) any legal or equitable right, remedy or claim under or by reason of this Agreement.


(b)	Assignments by Lenders and Issuing Banks . Any Lender or Issuing Bank may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, its L/C Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:


(i)	Minimum Amounts .


(A)	in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment, Issuing Bank’s L/C Commitment and/or

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the Loans at the time owing to it, no minimum amount need be assigned; and

(B)

in any case not described in Section 11.06(b)(i)(A) , the aggregate amount of the Commitment or L/C Commitment, as applicable (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans in each case of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “ Trade Date ” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than US$2,500,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent.

(ii)

Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s or Issuing Bank’s rights and obligations under this Agreement with respect to the Loan or the Commitment or L/C Commitment assigned, except that this clause (ii) shall not prohibit any Lender or Issuing Bank from assigning all or a portion of its rights and obligations related to its Commitment or its L/C Commitment, if applicable, on a non-pro rata basis.


(iii)	Required Consents . No consent shall be required for any assignment except to the extent required by Section 11.06(b)(i)(B) and, in addition:

(A) the consent of the Loan Parties (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender or an affiliate of a Lender which is majority-owned and controlled by such Lender or any corporation controlling such Lender; provided that the Loan Parties shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof;


(B)	the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Loans, Commitments and/or L/C Commitments if such assignment is to a Person that is not a Lender or an affiliate of such Lender which is majority-owned and controlled by such Lender or any corporation controlling such Lender; and


(C)	the consent of each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Commitments.


(iv)	Assignment and Assumption . The parties to each assignment shall execute and

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deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of US$3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment . The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.


(v)	No Assignment to Certain Persons . No such assignment shall be made to (A) the Borrowers or any of the Borrowers’ affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).


(vi)	No Assignment to Natural Persons . No such assignment shall be made to a natural Person.

(vii)

Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the Defaulting Lender or its assignee shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Loan Parties and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, shall have the rights and obligations of (as applicable) a Lender and/or Issuing Bank under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Party hereto) but (i) shall continue to be entitled to the benefits of Article 4 , Section 10.05 , Section 11.03 and Section 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment, and (ii) shall continue to be obligated in respect of any liabilities or

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obligations that expressly survive any such assignment; provided , that except to the extent otherwise expressly agreed by each affected Party no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any Party hereunder arising from the assigning Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d) .

(c)

Register . The Agent, acting solely for this purpose as a non-fiduciary Agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and the Issuing Banks, and the Commitments and L/C Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender and Issuing Bank pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agents, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Except as registered in accordance with this Section 11.06(c) , the Borrowers shall not be obligated to recognize or treat any assignee of any interest or with respect to the Commitments, the L/C Commitments, any Loans or any L/C Obligations as a Lender, Issuing Bank or Person otherwise entitled to assert, enforce or otherwise participate in any rights or benefits with respect thereto or hereunder.

(d)

Participations . A Lender may sell or agree to sell to one or more other Persons a participation in all or any part of any Loans held by it, or in its Commitment, provided that no purchaser of a participation (a “ Participant ”) shall have any rights or benefits under this Agreement or any Note (the Participant’s rights against such Lender in respect of such participation to be those set forth the agreements executed by such Lender in favor of the Participant). All amounts payable by the Borrowers to any Lender in respect of Loans held by it, and its Commitment, shall be determined as if such Lender had not sold or agreed to sell any participation in such Loans and Commitment, and as if such Lender were funding each of such Loan and Commitment in the same way that it is funding the portion of such Loan and Commitment in which no participation has been sold. In no event shall a Lender that sells a participation agree with the Participant to take or refrain from taking any action hereunder or under any other Loan Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term, or extend the time or waive any requirement for the reduction or termination of such Lender’s related Commitment, (ii) extend the date fixed for the payment of principal or interest on the related Loan or Loans, or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to participate in such interest or fee, (v) alter the rights or obligations of the Borrowers to repay the related Loans, or (vi) consent to any

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modification, supplement or waiver hereof to the extent that the same, under Section 11.01 , requires the consent of each Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary the Agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as the Agent) shall have no responsibility for maintaining a Participant Register.

(e)

Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)

Disclosure . Each Borrower agrees that any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees, participants or counterparties to any swap or derivative transaction relating to the transactions contemplated pursuant to this Agreement and potential assignees or participants hereunder or counterparties as aforesaid; provided that such assignees, participants or counterparties or potential assignees, participants or counterparties shall agree (i) to preserve the confidentiality of such information pursuant to a confidentiality agreement that provides for the same terms set forth in Section 11.07 , (ii) not to disclose such information to a third party, and (iii) not to make use of such information for purposes of transactions unrelated to such contemplated assignment or participation.

Section 11.07 Confidentiality. Each Agent, each Issuing Bank and each Lender agree to hold any confidential information that any of them may receive from the Loan Parties or any of their Subsidiaries or Affiliates pursuant to this Agreement or any of the Loan Documents or in connection with any transaction contemplated herein or therein in confidence except for disclosure: (a) to other Lenders; (b) to its Affiliates, its and its Affiliates’ officers, directors, employees, advisors, attorneys and other agents and service providers deemed reasonably necessary to effectuate the transaction contemplated herein or therein; provided that such parties shall be advised of the requirement to maintain the confidentiality of such information and such Agent, such Issuing Bank or such Lender, as the case may be, shall be responsible for any such party’s breach of such confidentiality agreement; (c) to regulatory officials having jurisdiction over such Agent, such Issuing Bank or such Lender, or financial industry regulatory bodies

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claiming oversight over such Agent, such Issuing Bank or such Lender; (d) as required by applicable law or legal process ( provided that in the event any Agent, any Issuing Bank or any Lender is so required to disclose any such confidential information, such Agent, such Issuing Bank or such Lender shall, to the extent permitted by applicable law, endeavor to notify promptly the Loan Parties so that the Loan Parties may seek a protective order or other appropriate remedy); (e) to the extent permitted in Section 11.06(f) ; (f) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; and (g) subject to an agreement containing provisions substantially the same as those of this Section, to any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties. For purposes of this Agreement (x) the term “ confidential information ” means all information respecting the Loan Parties and their Subsidiaries and Affiliates, or any of them, other than (i) information previously filed with any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body or which is otherwise available to the public, (ii) information which is delivered by the Loan Parties to the Agents, the Lenders and/or the Issuing Banks, which it expressly identifies as non‑confidential, (iii) information previously published in any public medium from a source other than, directly or indirectly, the Agents, any Issuing Bank or any Lender, and (iv) information which is received by the Agents, the Issuing Banks or the Lenders from any third party, which such Agent, such Issuing Bank or such Lender reasonably believes, after due inquiry, was not and is not, violating any obligation of confidentiality to the Loan Parties and (y) “ affiliate ” means, with respect to any Lender any Person that is wholly‑owned by such Lender or any corporation by which such Lender is wholly owned.

Section 11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, subject to the provisions in Section 11.18 , to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the obligations of the Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such Issuing Bank different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided , that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the applicable Agent for further application in accordance with the provisions of Section 4.10 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agents a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank

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or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify the Borrowers and the Agents promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 11.09 Governing Law. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER (OTHER THAN §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE PARTIES AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS SHALL ONLY BE BROUGHT IN THE COURTS OF THE STATE AND COUNTY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, AND CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE RELEVANT PARTIES BY MAIL AT THEIR RESPECTIVE ADDRESSES ACCORDANCE WITH SECTION 11.02 . EACH PARTY HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

Section 11.10 Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

Section 11.11 Counterparts. This Agreement and any amendment hereof may be executed in several counterparts and by each Party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or an emailed “.pdf” file shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.12 Entire Agreement, Etc. The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the Parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 11.01 .

Section 11.13 Severability. The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

Section 11.14 USA Patriot Act Notice. Each Lender each Issuing Bank and each Agent (for itself and not on behalf of any Lenders or Issuing Banks) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information

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that identities each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender such Issuing Bank or such Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act.

Section 11.15 No Fiduciary Duties. Each Borrower agrees and acknowledges that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, (a) each Borrower and its affiliates, on the one hand, and the Agents, the joint lead arrangers, joint bookrunners and syndication agents listed on the cover page, the Issuing Banks and the Lenders and their respective affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents, the joint lead arrangers, joint bookrunners and syndication agents listed on the cover page, the Issuing Banks and the Lenders or their respective affiliates and (b) the Agents, joint lead arrangers, joint bookrunners and syndication agents listed on the cover page, the Issuing Banks and the Lenders or their respective affiliates may have economic interests that conflict with those of the Borrowers and their affiliates.

Section 11.16 Waiver of Jury Trial. Each of the Borrowers, the Agents, the Issuing Banks and the Lenders hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, any Notes as may have been issued hereunder, the Letters of Credit or any of the other Loan Documents, any rights or obligations hereunder or thereunder or the performance of such rights and obligations. Each Borrower (a) certifies that no representative, any Agent or attorney of any Lender, any Issuing Bank or any Agent has represented, expressly or otherwise, that such Lender any Issuing Banks or any Agent would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that the Agents, the Issuing Banks and the Lenders have been induced to enter into this Agreement and the other Loan Documents to which it is a party by, among other things, the waiver and certifications contained in this Section 11.16 .

Section 11.17 Judgment Currency . If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures any Agent could purchase the first currency with such other currency on the Business Day preceding that on which a final judgment is given. The obligation of the Borrower in respect of any such sum due from it to any Agent, any Lender or any Issuing Bank, as the case may be, hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following the receipt by an Agent of any sum adjudged to be so due in the Judgment Currency, such Agent purchases or could have purchased, in accordance with normal banking procedures, the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency that an Agent purchases or could have purchased is less than the sum originally due in the Agreement Currency from a Borrower to such Agent, such Lender or such Issuing Bank, as the case may be, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or the Person to whom such obligation is owing against such loss. If the amount of the Agreement Currency that an Agent purchases or could have purchased is greater than the sum originally due in such currency to such Agent, such Lender or such Issuing Bank, as the case may be, such

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Agent, such Lender or such Issuing Bank, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

Section 11.18 Limitation of Recourse . There shall be full recourse to OpCo, US Holdings and to all of their respective assets (other than OpCo’s ownership interests in the Equity Interests of Canadian Holdings) for the Obligations and liabilities of the Loan Parties under this Agreement and the other Loan Documents, and there shall be full recourse to NEE Partners and its assets for so long as and to the extent it has any obligations pursuant to the NEE Partners Guaranty but in no event shall any holder of any Equity Interests in NEE Partners (collectively, the “ Owners ”) or any officer, director, employee or agent of any of the Owners, the Loan Parties or NEE Partners be personally liable or obligated for such liabilities and Obligations. Recourse to Canadian Holdings and to all of its assets shall be expressly limited to the liabilities and Obligations of Canadian Holdings under this Agreement and the other Loan Documents, and no other Obligations. Without limiting the generality of any other provision of this Agreement or any of the other Loan Documents, and although not expressly stated as such herein or therein, in each place where any provision hereof or thereof contemplates the payment of fees, the allocation of payments and/or recoveries, provision of indemnification or other payments to or for the benefit of the parties hereto, (a) in the case of any such specific obligations of the Loan Parties hereunder, recourse to and recovery from Canadian Holdings and any of its assets shall be expressly limited to the liabilities and Obligations of Canadian Holdings, and (b) in the case of any such general obligations of the Loan Parties hereunder, recourse to and recovery from Canadian Holdings and any of its assets shall be expressly limited to that portion of such liabilities and Obligations equal to the amount thereof multiplied by a fraction, the numerator of which is equal to the total amount of Loans and L/C Obligations of Canadian Holdings Outstanding on the date of such determination and the denominator of which is total amount of all Loans and L/C Obligations outstanding as of such date.

Section 11.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or any other agreement, arrangement or understanding among any of the Parties, each Party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable by it to any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking,

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or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Documents;

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of an EEA Financial Institution.

Section 11.20 Electronic Execution . The words “execution,” “signed,” “signature,” and words of similar import in any Loan Document shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (NY State Technology Law §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.21 Confirmation of D ocuments .

(a)

The parties to this Agreement agree that, on the Agreement Effective Date, the terms and provisions of the Original Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to be, and shall not constitute, a novation of the Original Agreement. All Loans made, and Obligations incurred, under the Original Agreement which are outstanding on the Agreement Effective Date shall constitute Loans, and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents.

(b)

Each of OpCo and US Holdings, as a “Grantor” under the US Security Agreement and as party to one or more of the Deposit Account Control Agreements and Control Agreements listed in the preliminary statements, and Canadian Holdings, as “Obligor” under the Canadian Security Agreement and as a party to one or more of the Deposit Account Control Agreements and Control Agreements listed in the preliminary statements, each hereby confirms and agrees that (i) each Deposit Account Control Agreement and Control Agreement listed in the preliminary statements is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Agreement, each reference in such document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended and restated by this Agreement, and (ii) the Security Documents to which such Loan Party is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations of such Loan Party.

* * *

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[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above.

NEXTERA ENERGY OPERATING PARTNERS, LP, as Guarantor


By:	NEXTERA ENERGY OPERATING PARTNERS GP, LLC, its General Partner

By: PAUL I. CUTTER

Paul I. Cutler

Treasurer

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY OPERATING PARTNERS GP, LLC, as General Partner of NEXTERA ENERGY OPERATING PARTNERS, LP , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 14th day of September , 2017.

RUDY D. GREEN

Notary Public, State of New York

NO: 02GR4962723

My Commission Expires: February 26, 2018

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NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, as Borrower

By: PAUL I. CUTLER

Paul I. Cutler

Treasurer

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 14th day of September , 2017.

RUDY D. GREEN

Notary Public, State of New York

NO: 02GR4962723

My Commission Expires: February 26, 2018

140

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, as Borrower

By: PAUL I. CUTLER

Paul I. Cutler

Treasurer

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Paul I. Cutler, to me known and known to me, who, being by me first duly sworn, declared that he is the Treasurer of NEXTERA ENERGY US PARTNERS HOLDINGS, LLC , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY, this 14th day of September , 2017.

RUDY D. GREEN

Notary Public, State of New York

NO: 02GR4962723

My Commission Expires: February 26, 2018

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BANK OF AMERICA, N.A., as the Agent

By: ANGELA M. LARKIN

Name: Angela M. Larkin


Title:	Assistant Vice President

STATE OF Illinois )

) ss.

COUNTY OF Cook )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Angela M. Larkin, to me known and known to me, who, being by me first duly sworn, declared that she is an Assistant Vice President of BANK OF AMERICA, N.A. , that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at office, this 20th day of day of October, 2017.

ELISABETH URIBE

Notary Public - State of Illinois

My Commission Expires: 11/12/17

142

BANK OF AMERICA, N.A. (CANADA BRANCH), as the Canadian Agent


By:	MEDINA SALES DE ANDRADE


Name:	Medina Sales de Andrade


Title:	Vice President

STATE OF ONTARIO     )
                ) ss.
COUNTY OF YORK     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Medina Sales de Andrade , to me known and known to me, who, being by me first duly sworn, declared that she is a Vice President of BANK OF AMERICA, N.A. (CANADA BRANCH), that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Toronto, this 20th day of day of October, 2017.

MARK DICKERSON

Mark Dickerson, Notary &Attorney

My Commission Expires: N/A- Does not expire

143

BANK OF AMERICA, N.A., as Lender

By: JERRY WELLS

Name: Jerry Wells

Title: Director

STATE OF North Carolina     )
                ) ss.
COUNTY OF Mecklenburg      )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Jerry Wells, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Director of BANK OF AMERICA, N.A. , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Charlotte, NC , this 20th day of day of October , 2017.

JENNIFER P REDMILE

Notary Public

My Commission Expires: 02/20/2018

144

BANK OF AMERICA, N.A. (CANADA

BRANCH), as the Lender

By: MEDINA SALES DE ANDRADE

Name: Medina Sales de Andrade

Title: Vice President

PROVINCE OF ONTARIO     )
                ) ss.
COUNTY OF YORK     )

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Toronto, this 20th day of October, 2017 .

MARK DICHERSON

Notary Public, Notary & Attorney

My Commission Expires: NA - Does not expire

145

BARCLAYS BANK PLC, as the Lender

By: SYDNEY G. DENNIS

Name: Sydney G. Dennis

Title: Director

STATE OF New York        )
                ) ss.
COUNTY OF New York    )

Personally appeared before me, the undersigned, a Notary Public in and for said County, New York, to me known and known to me, who, being by me first duly sworn, declared that he is a Director of BARCLAYS BANK PLC, that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Barclays, 745 Seventh Ave, NYC, this 23rd day of October, 2017.

NOOR TANRITANIR

Notary Public

My Commission Expires: Dec. 1, 2019

146

BANK OF MONTREAL, CHICAGO BRANCH, as Lender

By: BRIAN L. BANKE

Name: Brian L. Banke

Title: Managing Director

STATE OF New York         )
                ) ss.
COUNTY OF New York     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Brian Banke, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Managing Director of Bank of Montreal, Chicago Branch, that being duly authorized they did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 20 day of October , 2017.

ANDREA JEANINE PHILIBOSIAN

Notary Public

My Commission Expires: March 10, 2018

147

CITIBANK, N.A., as Lender

By: CHIDO UGOCHUKWU

Name: Chido Ugochukwu

Title: Vice Presidnet

STATE OF New York         )
                ) ss.
COUNTY OF New York     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, New York , to me known and known to me, who, being by me first duly sworn, declared that he/she is a Vice President of CITIBANK, N.A. , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 388 Greenwich Street, New York, NY 10013, this 23rd day of October , 2017.

SUSAN AMRHEIN

Notary Public

My Commission Expires: 10/31/2018

148

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender

By: CHRISTOPHER DAY

Name: Christopher Day

Title: Authorized Signatory

By: BRANDY BINGHAM

Name: Brandy Bingham

Title: Authorized Signatory

STATE OF NEW YORK    )
                ) ss.
COUNTY OF NEW YORK    )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Christopher Day and Brandy Bingham, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Authorized Signatory of CREDIT SUISSE AG , CAYMAN ISLANDS BRANCH that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, New York, this 23rd day of October , 2017.

MARJORIE E. BULL

Notary Public

My Commission Expires: February 20, 2019

149

DEUTSCHE BANK AG NEW YORK BRANCH, as Lender

By: MING K. CHU

Name: Ming K. Chu

Title: Director

By: VIRGINIA COSENZA

Name: Virginia Cosenze

Title: Vice President

STATE OF New York         )
                ) ss.
COUNTY OF Nassau         )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Ming K. Chu Director, Virginia Cosenza Vice President , to me known and known to me, who, being by me first duly sworn, declared that he/she is a Director and Vice President of DUETSCHE BANK AG NEW YORK BRANCH , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Octover , this 23rd day of October, 2017.

STACEY A WOMBLE

Notary Public

My Commission Expires: April 21, 2019

150

GOLDMAN SACHS BANK USA, as Lender

By: JOSH ROSENTHAL

Name: Josh Rosenthal

Title: Authorized Signatory

STATE OF New York         )
                ) ss.
COUNTY OF New York     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Josh Rosenthal , to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of GOLDMAN SACHS BANK USA , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, NY , this 24th day of October , 2017.

ARTRISA Y. WILLIAMS

Notary Public

My Commission Expires: May 24, 2021

151

JPMORGAN CHASE BANK, N.A., as Lender

By: JUAN JAVELLANA

Name: Juan Javellana

Title: Executive Director

STATE OF New York         )
                ) ss.
COUNTY OF New York     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Juan Javellana, to me known and known to me, who, being by me first duly sworn, declared that he is an Executive Director of JPMORGAN CHASE BANK, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 383 Mad, N.Y., NY 10179 , this 23rd day of October , 2017.

MARGARITA TORRES

Notary Public

My Commission Expires: May 1, 2018

152

KEYBANK NATIONAL ASSOCIATION, as Lender

By: SUKANYA V. RAJ

Name: Sukanya V. Raj

Title: Senior Vice President

STATE OF Ohio         )
                ) ss.
COUNTY OF Cuyahoga     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Sukanya V. Raj, to me known and known to me, who, being by me first duly sworn, declared that she is a Senior Vice President of KEYBANK NATIONAL ASSOCIATION , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Cleveland , this 20th day of October , 2017.

BONNIE A. BURTON

Notary Public

My Commission Expires: April 13, 2021

153

MIZUHO BANK, LTD., as Lender

By: NELSON CHANG

Name: Nelson Chang

Title: Authorized Signatory

STATE OF NY         )
                ) ss.
COUNTY OF NY     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Nelson Chang, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of MIZUHO BANK, LTD. , that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at NY County , this 23rd day of October, 2017.

YADICA REUBEN

Notary Public

My Commission Expires: 01/10/2021

154

MORGAN STANLEY BANK, N.A., as Lender

By: MICHAEL KING

Name: Michael King

Title: Authorized Signatory

STATE OF New York        )
                ) ss.
COUNTY OF New York    )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Michael King, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Authorized Signatory of Morgan Stanley Bank, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 1585 Broadway New York, New York, this 24h day of October, 2017.

BARBARA J. BURNS

Notary Public

My Commission Expires: May 11, 2019

155

MUFG Union Bank, N.A., as Lender

By: NICHOLAS R. BATTISTA

Name: Nicholas R. Battista

Title: Managing Director

STATE OF New York         )
                ) ss.
COUNTY OF New York     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, New York, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Managing Director of MUFG Union Bank, N.A., that being duly authorized he/she did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 23rd day of October , 2017.

MARIANNA BEDINER

Notary Public

My Commission Expires: 11/01/2018

156

THE BANK OF NOVA SCOIA, as Lender

By: DAVID DEWAR

Name: David Dewar

Title: Director

STATE OF ONTARIO )

) ss.

CITY OF TORONTO )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Brian Walsh, to me known and known to me, who, being by me first duly sworn, declared that he is a Director of The Bank of Nova Scotia , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at the City of Toronto, Province of Ontario, this 23rd day of October, 2017.

MARI-LYNNE JOAN MCNEIL

Notary Public

My Commission Expires: October 17, 2018

157

REGIONS BANK, as Lender

By: BRIAN WALSH

Name: Brian Walsh

Title: Director

STATE OF North Carolina )

) ss.

COUNTY OF Mecklenburg )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Brian Walsh, to me known and known to me, who, being by me first duly sworn, declared that he is a Director of REGIONS BANK , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 1:49 pm EST, this 20th day of October, 2017.

KIMBERLY J. CHARLES

Notary Public

My Commission Expires: 10-10-21

158

ROYAL BANK OF CANADA, as Lender

By: FRANK LAMBRINOS

Name: Frank Lambrinos

Title: Authorized Signatory

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Frank Lambrinos, to me known and known to me, who, being by me first duly sworn, declared that he is an Authorized Signatory of ROYAL BANK OF CANADA , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 23rd day of October, 2017.

KAREN MARKMAN

Notary Public

My Commission Expires: March 9, 2019

159

SUMITOMO MITSUI BANKING CORP., as Lender

By: JAMES D. WEINSTEIN

Name: James D. Weinstein

Title: Managing Director

STATE OF NEW YORK )

) ss.

COUNTY OF NEW YORK )

Personally appeared before me, the undersigned, a Notary Public in and for said County, James D. Weinstein, to me known and known to me, who, being by me first duly sworn, declared that he is a Managing Director of SUMITOMO MITSUI BANKING CORP. , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at New York, this 23rd day of October, 2017.

JUDY SANG

Notary Public

My Commission Expires: 4/28/19

160

SunTrust Bank, as Lender

By: NINA JOHNSON

Name: Nina Johnson

Title: Director

STATE OF Georgia )

) ss.

COUNTY OF Fulton )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Nina Johnson, to me known and known to me, who, being by me first duly sworn, declared that he/she is a Director of SunTrust Bank , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at 3333 Peachtree Road NE, Atlanta, GA 30326 this 23rd day of October, 2017.

DENISE FOWLER

Notary Public

My Commission Expires: January 12, 2018

161

UBS AG, Stanford Branch, as Lender

By: CRAIG PEARSON

Name: Craig Pearson

Title: Associate Director

By: DARLENE ARIAS

Name: Darlene Arias

Title: Director

STATE OF CONNECTICUT )

) ss.

COUNTY OF FAIRFIELD )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Craig Pearson / Darlene Arias, to me known and known to me, who, being by me first duly sworn, declared that he/she is an Associate Director / Director of UBS AG, Stamford Branch , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Stamford, CT, this 20th day of October, 2017.

JUDIT MATUZ

Notary Public

My Commission Expires: 6/30/2021

162

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender

By: KEITH LUETTEL

Director

STATE OF MINNESOTA )

) ss.

COUNTY OF HENNEPIN )

Personally appeared before me, the undersigned, a Notary Public in and for said County, Keith Luettel, to me known and known to me, who, being by me first duly sworn, declared that he is the Director of WELLS FARGO BANK, NATIONAL ASSOCIATION , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at Minnetonka, this 21 day of October, 2017.

KRIS WILL CANDIDO

Notary Public

My Commission Expires: 01/31/2021

163

SCHEDULE 5.03

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

EXCEPTED LIENS


(i)	Liens to secure taxes, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue;


(ii)	Deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;


(iii)	Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, which liens do not individually or in the aggregate have a materially adverse effect on the business of the Borrower; and

(iv)

Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which any Borrower or any of their Subsidiaries is a party, and other minor liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower, which defects, liens and other encumbrances do not individually or in the aggregate have a materially adverse effect on the business of such Borrower.


(v)	Liens of the Project Companies

SCHEDULE 5.04

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

SUPPLEMENTAL DISCLOSURES

Matters disclosed in NEE Partners’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as supplemented by each additional filing made by NEE Partners (including with respect to information furnished) subsequent to such Annual Report pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the Agreement Effective Date.

SCHEDULE 5.06

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

LITIGATION

SCHEDULE 5.14

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

PROJECT COMPANIES

(a) Loan Party Subsidiaries [ ¹ ]



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
NextEra Energy Canada Partners Holdings, ULC	NextEra Energy Operating Partners, LP	NextEra Energy Operating Partners, LP	100%
NextEra Energy US Partners Holdings, LLC	NextEra Energy Operating Partners, LP	NextEra Energy Operating Partners, LP	100%
Adelanto Solar, LLC	Adelanto Solar Holdings, LLC	US Holdings	100%
Adelanto Solar II, LLC	Adelanto Solar Holdings, LLC	US Holdings	100%
Adelanto Solar Funding, LLC	NextEra Energy Partners Solar Acquisitions, LLC	US Holdings	50.01%
Adelanto Solar Holdings, LLC	Adelanto Solar Funding, LLC	US Holdings	100%
Ashtabula Wind III, LLC	Meadowlark Wind, LLC	US Holdings	100%
Baldwin Wind, LLC	Baldwin Wind Holdings, LLC	US Holdings	100%

____________________________


1	As of the Agreement Effective Date no Loan Party has any equity investments in any other Person other than those specifically disclosed in Part (b) of Schedule 5.14.


2	Pursuant to a Voting Agreement, dated as of June 9, 2015, as amended by Voting Amending Agreement, dated December 6, 2016, between NextEra Energy Management Partners GP, LLC and NextEra Energy Canada Holdings, B.V., 10% of the voting rights of NextEra Energy Canada Partners Holdings, ULC is held by NextEra Energy Canada Holdings, B.V.



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
Baldwin Wind Holdings, LLC	NextEra Energy Partners Acquisitions, LLC	US Holdings	100%
Bayhawk Wind, LLC	Bayhawk Wind Holdings, LLC	US Holdings	100% Class A
Bayhawk Wind Holdings, LLC	NextEra Energy Partners Acquisitions, LLC	US Holdings	100%
Bornish Wind Holdings, LP ^†	Bornish Wind Holdings GP, ULC and Canadian Holdings	Canadian Holdings	.0001% general partner 99.9999% limited partner
Bornish Wind Holdings GP, ULC ^†	Bornish Wind Holdings GP, LLC	Canadian Holdings	100%
Bornish Wind Holdings GP, LLC ^†	Canadian Holdings	Canadian Holdings	100%
Bornish Wind LP, ULC ^†	Canadian Holdings	Canadian Holdings	100%
Canyon Wind Holdings, LLC	US Holdings	US Holdings	100%
Canyon Wind, LLC	Canyon Wind Holdings, LLC	US Holdings	100%
Cedar Bluff Wind, LLC	Bayhawk Wind, LLC	US Holdings	100%
Conestogo Wind GP, Inc.	Trillium Windpower, LP	Canadian Holdings	100%
Conestogo Wind, LP	Conestogo Wind GP, Inc. and Trillium Wind Power, LP	Canadian Holdings	.01% general partner 99.99% limited partner
Eagle Ford Midstream, LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner
East Durham Wind Holdings GP, LLC	Canadian Holdings	Canadian Holdings	100%
East Durham Wind Holdings GP, ULC	East Durham Wind Holdings GP, LLC	Canadian Holdings	100%
East Durham Wind Holdings, LP	East Durham Wind Holdings GP, ULC and Canadian Holdings	Canadian Holdings	.0001% general partner 99.9999% limited partner



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
East Durham Wind, ULC	East Durham Wind Holdings, LP and Canadian Holdings	Canadian Holdings	100%
Elk City Wind Holdings, LLC	US Holdings	US Holdings	100%
Elk City Wind, LLC	Elk City Wind Holdings, LLC	US Holdings	100%
FPL Energy Stateline Holdings, L.L.C.	Meadowlark Wind, LLC	US Holdings	100%
FPL Energy Vansycle L.L.C.	FPL Energy Stateline Holdings, L.L.C.	US Holdings	100%
Genesis Solar Funding Holdings, LLC	US Holdings	US Holdings	100%
Genesis Solar Funding, LLC	Genesis Solar Funding Holdings, LLC	US Holdings	100%
Genesis Solar Holdings, LLC	Genesis Solar Funding, LLC	US Holdings	100%
Genesis Solar, LLC	Genesis Solar Holdings, LLC	US Holdings	100%
Golden Hills Interconnection, LLC	Golden Hills Wind, LLC	US Holdings	67.6%
Golden Hills Wind, LLC	Bayhawk Wind, LLC	US Holdings	100%
Golden West Power Partners, LLC	Golden West Wind Holdings, LLC	US Holdings	100% Class A
Golden West Wind Holdings, LLC	NextEra Energy Partners Acquisitions, LLC	US Holdings	100%
Goshen Wind Holdings GP, LLC	Canadian Holdings	Canadian Holdings	100%
Goshen Wind Holdings GP, ULC	Goshen Wind Holdings GP, LLC	Canadian Holdings	100%
Goshen Wind Holdings, LP	Goshen Wind Holdings GP, ULC and Canadian Holdings	Canadian Holdings	.0001% general partner 99.9999% limited partner
Goshen Wind, ULC	Goshen Wind Holdings, LP and Canadian Holdings	Canadian Holdings	100%
Jericho Wind BC Holdings, ULC	Canadian Holdings	Canadian Holdings	100%



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
Jericho Wind Holdings GP, LLC	Canadian Holdings	Canadian Holdings	100%
Jericho Wind Holdings GP, ULC	Jericho Wind Holdings GP, LLC	Canadian Holdings	100%
Jericho Wind Holdings, LP	Jericho Wind Holdings GP, ULC and Canadian Holdings	Canadian Holdings	.0001% general partner 99.9999% limited partner
Jericho Wind Funding GP, LLC	Jericho Wind BC Holdings, ULC	Canadian Holdings	100%
Jericho Wind Funding GP, ULC	Jericho Wind Funding GP, LLC	Canadian Holdings	100%
Jericho Wind, ULC	Jericho Wind Holdings, LP and Canadian Holdings	Canadian Holdings	100%
Jericho Wind Funding, LP	Jericho Wind Funding GP, ULC and Jericho Wind BC Holdings, ULC	Canadian Holdings	.0001% general partner 99.9999% limited partner
Jericho Wind GP, LLC	Jericho Wind Funding, LP	Canadian Holdings	100%
Jericho Wind GP, ULC	Jericho Wind GP, LLC	Canadian Holdings	100%
Jericho Wind, LP	Jericho Wind GP, ULC and Jericho Wind Funding, LP	Canadian Holdings	.0001% general partner 99.9999% limited partner
Kerwood Wind Holdings GP, LLC	Canadian Holdings	Canadian Holdings	100%
Kerwood Wind Holdings GP, ULC	Kerwood Wind Holdings GP, LLC	Canadian Holdings	100%
Kerwood Wind Holdings, LP	Kerwood Wind Holdings GP, ULC and Kerwood Wind Holdings, LP	Canadian Holdings	.0001% general partner 99.9999% limited partner
Kerwood Wind, ULC	Canadian Holdings and Kerwood Wind Holdings, LP	Canadian Holdings	100%
LaSalle Pipeline, LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
Mammoth Plains Wind Project, LLC	Mammoth Plains Wind Project Holdings, LLC	US Holdings	100% Class A
Mammoth Plains Wind Project Holdings, LLC	NextEra Energy Partners Acquisitions, LLC	US Holdings	100%
McCoy Solar, LLC	McCoy Solar Funding, LLC	US Holdings	100%
McCoy Solar Funding, LLC	McCoy Solar Holdings, LLC	US Holdings	100%
McCoy Solar Holdings, LLC	NextEra Energy Partners Solar Acquisitions, LLC	US Holdings	50.01%
Meadowlark Wind Holdings, LLC	NextEra Energy Partners Acquisitions, LLC	US Holdings	100%
Meadowlark Wind, LLC	Meadowlark Wind Holdings, LLC	US Holdings	100%
Mission Natural Gas Company, LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner
Mission Valley Pipeline Co. LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner
Monument Pipeline, LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner
Moore Solar GP, LLC	St. Clair Solar, LP	Canadian Holdings	100%
Moore Solar GP, ULC	Moore Solar GP, LLC	Canadian Holdings	100%
Moore Solar, ULC	St. Clair Moore Holding, LP	Canadian Holdings	100%
Moore Solar, LP	Moore Solar GP, ULC and St. Clair Solar, LP	Canadian Holdings	.0001% general partner 99.9999% limited partner
Mountain Prairie Wind Holdings, LLC	US Holdings	US Holdings	100%
Mountain Prairie Wind, LLC	Mountain Prairie Wind Holdings, LLC	US Holdings	100%



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
NET Holdings Management, LLC	NextEra Energy Partners Ventures, LLC	US Holdings	100%
NET Midstream, LLC	NET Holdings Management, LLC	US Holdings	100%
NET Pipeline Holdings, LLC	NET Midstream, LLC	US Holdings	100%
NET General Partners, LLC	NET Midstream, LLC	US Holdings	100%
NET Mexico Pipeline, LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner
NET Mexico Pipeline Partners, LLC	NET Mexico Pipeline, LP	US Holdings	90%
NextEra Desert Center Blythe, LLC	McCoy Solar, LLC and Genesis Solar, LLC	US Holdings	100%*
NextEra Energy Canada Partners Holdings, ULC	OpCo	OpCo	100%
NextEra Energy Partners Acquisitions, LLC	US Holdings	US Holdings	100%
NextEra Energy Partners Solar Acquisitions, LLC	US Holdings	US Holdings	100%
NextEra Energy Partners Ventures, LLC	US Holdings	US Holdings	100%
NextEra Energy US Partners Holdings, LLC	OpCo	OpCo	100%
Northern Colorado Wind Energy, LLC	Mountain Prairie Wind, LLC	US Holdings	100%
Palo Duro Wind Energy, LLC	Palo Duro Wind Project Holdings, LLC	US Holdings	100% Class A
Palo Duro Wind Interconnection Services, LLC	Palo Duro Wind Energy, LLC	US Holdings	88%
Palo Duro Wind Portfolio, LLC	US Holdings	US Holdings	100%



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
Palo Duro Wind Project Holdings, LLC	Palo Duro Wind Portfolio, LLC	US Holdings	100%
Perrin Ranch Wind, LLC	Canyon Wind, LLC	US Holdings	100%
Red Gate Pipeline, LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner
SCI Holding, ULC	St. Clair Investment Holding, LP	Canadian Holdings	100%
SCIH GP, ULC	St. Clair MS Investment GP, LLC	Canadian Holdings	100%
Seiling Wind Holdings, LLC	Seiling Wind Investments, LLC	US Holdings	100%
Seiling Wind II, LLC	Seiling Wind Portfolio, LLC	US Holdings	100%
Seiling Wind Interconnection Services, LLC	Seiling Wind, LLC and Seiling Wind II, LLC	US Holdings	100%
Seiling Wind Investments, LLC	NextEra Energy Partners Acquisitions, LLC	US Holdings	100%
Seiling Wind Portfolio, LLC	Seiling Wind Holdings, LLC	US Holdings	100% Class A
Seiling Wind, LLC	Seiling Wind Portfolio, LLC	US Holdings	100%
Shafter Solar, LLC	Shafter Solar Holdings, LLC	US Holdings	100%
Shafter Solar Holdings, LLC	US Holdings	US Holdings	100%
Sombra Solar GP, LLC	St. Clair Solar, LP	Canadian Holdings	100%
Sombra Solar GP, ULC	Sombra Solar GP, LLC	Canadian Holdings	100%
Sombra Solar, ULC	St. Clair Sombra Holding, LP	Canadian Holdings	100%
Sombra Solar, LP	Sombra Solar GP, ULC and St. Clair Solar, LP	Canadian Holdings	.0001% general partner 99.9999% limited partner
South Shore Pipeline LP	NET General Partners, LLC and NET Pipeline Holdings, LLC	US Holdings	.1% general partner 99.9% limited partner



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
St. Clair GP, LLC	St. Clair Holding, ULC	Canadian Holdings	100%
St. Clair GP, ULC	St. Clair GP, LLC	Canadian Holdings	100%
St. Clair Holding, ULC	SCI Holding, ULC	Canadian Holdings	100%
St. Clair Investment Holding, LP	SCIH GP, ULC and Canadian Holdings	Canadian Holdings	.0001% general partner 99.9999% limited partner
St. Clair Moore Holding LP, LLC	St. Clair Holding, ULC	Canadian Holdings	100%
St. Clair Moore Holding LP, ULC	St. Clair Moore Holding LP, LLC	Canadian Holdings	100%
St. Clair Moore Holding, LP	St. Clair Moore Holding LP, ULC and St. Clair Holding, ULC	Canadian Holdings	.0001% general partner 99.9999% limited partner
St. Clair MS Investment GP, LLC	Canadian Holdings	Canadian Holdings	100%
St. Clair Solar, LP	St. Clair GP, ULC, Moore Solar, ULC and Sombra Solar, ULC	Canadian Holdings	.0001% general partner 99.9999% limited partner
St. Clair Sombra Holding LP, LLC	St. Clair Holding, ULC	Canadian Holdings	100%
St. Clair Sombra Holding LP, ULC	St. Clair Sombra Holding LP, LLC	Canadian Holdings	100%
St. Clair Sombra Holding, LP	St. Clair Sombra Holding LP, ULC and St. Clair Holding, ULC	Canadian Holdings	.0001% general partner 99.9999% limited partner
Strathroy Wind GP, Inc.	Trillium Windpower, LP	Canadian Holdings	100%
Summerhaven Wind, LP	Strathroy Wind GP, Inc. and Trillium Windpower, LP	Canadian Holdings	.01% general partner 99.99% limited partner
Trillium Funding GP Holding, Inc.	Canadian Holdings	Canadian Holdings	100%
Trillium Funding GP, Inc.	Trillium Funding GP Holding, Inc.	Canadian Holdings	100%
Trillium HoldCo GP, Inc.	Canadian Holdings	Canadian Holdings	100%



Project Company	Owner:	Subsidiary of:	% of Equity Interest Owned by Owner:
Trillium HoldCo, LP	Trillium HoldCo GP, Inc., East Durham Wind, ULC, Goshen Wind, ULC, Kerwood Wind, ULC and Jericho Wind, ULC	Canadian Holdings	.01% general partner 99.99% limited partner
Trillium Wind Holdings, LP	Trillium HoldCo GP, Inc. and Trillum HoldCo, LP	Canadian Holdings	.01% general partner 99.99% limited partner
Trillium Windpower, LP	Trillium Funding GP, Inc. and Trillium Wind Holdings, LP	Canadian Holdings	.01% general partner 99.99% limited partner
Tuscola Bay Wind, LLC	Canyon Wind, LLC	US Holdings	100%
Varna Wind Funding GP, LLC	Varna Wind Holdings, LP	Canadian Holdings	100%
Varna Wind Funding GP, ULC	Varna Wind Funding GP, LLC	Canadian Holdings	100%
Varna Wind Funding, LP	Varna Wind Funding GP, ULC and Varna Wind, ULC	Canadian Holdings	.0001% general partner 99.9999% limited partner
Varna Wind, ULC	Varna Wind Holdings, LP	Canadian Holdings	100%
Varna Wind GP, LLC	Varna Wind Funding, LP	Canadian Holdings	100%
Varna Wind GP, ULC	Varna Wind GP, LLC	Canadian Holdings	100%
Varna Wind Holdings GP, LLC	Canadian Holdings	Canadian Holdings	100%
Varna Wind Holdings GP, ULC	Varna Wind Holdings GP, LLC	Canadian Holdings	100%
Varna Wind Holdings, LP	Varna Wind Holdings GP, ULC and Canadian Holdings	Canadian Holdings	.0001% general partner 99.9999% limited partner
Varna Wind, LP	Varna Wind GP, ULC and Varna Wind Funding, LP	Canadian Holdings	.0001% general partner 99.9999% limited partner

*Genesis Solar, LLC and McCoy Solar, LLC each own 50% but McCoy is only owned 50.01% by NEE Partners

^† Although they do not meet the criteria for being a “Project Company”, for the purposes of this Agreement, Bornish Wind Holdings, LP, Bornish Wind Holdings GP, ULC, Bornish Wind Holdings GP, LLC, and Bornish Wind LP, ULC, shall be treated as though they are “Project

Companies”.

(b) Loan Party equity investments other than in Loan Party Subsidiaries:

NextEra Energy Partners Acquisitions, LLC holds a 48% ownership interest in NextEra Desert Sunlight Holdings, LLC, which holds a 100% Class A interest in Desert Sunlight Investment Holdings, LLC. Desert Sunlight Investment Holdings, LLC holds 100% of the ownership interest in Desert Sunlight Holdings, LLC, which owns 100% of the ownership interest in each of Desert Sunlight 250, LLC and Desert Sunlight 300, LLC and is the trust beneficiary of Desert Sunlight Funding Trust II.



Loan Party	Chief Executive Office	Jurisdiction of Organization	Taxpayer I.D. No.

NextEra Energy Operating Partners, LP	700 Universe Boulevard Juno Beach, FL 33408	Delaware	US-30-0815488

NextEra Energy US Partners Holdings, LLC	700 Universe Boulevard Juno Beach, FL 33408	Delaware	US-30-0818629

NextEra Energy Canada Partners Holdings, ULC	390 Bay Street, Suite 1720 Toronto, Ontario MSH 2Y2	British Columbia	US-98-0389327

SCHEDULE 6.14(b)

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

OUTSTANDING INDEBTEDNESS OF LOAN PARTIES

$550,000,000 4.25% Senior Notes due 2024 and $550,000,000 4.50% Senior Notes due 2027, issued by NEP OpCo on September 25, 2017

SCHEDULE 6.16(f)

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

PERMITTED INVESTMENTS

NONE

SCHEDULE 6.18

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

PERMITTED DISPOSITIONS

ENTITY NAME

Bornish Wind Holdings, LP

Bornish Wind Holdings GP, ULC

Bornish Wind Holdings GP, LLC

Bornish Wind LP, ULC

East Durham Wind, ULC

East Durham Wind Holdings, LP

East Durham Wind Holdings GP, ULC

East Durham Wind Holdings GP, LLC

Goshen Wind, ULC

Goshen Wind Holdings, LP

Goshen Wind Holdings GP, ULC

Goshen Wind Holdings GP, LLC

Kerwood Wind, ULC

Kerwood Wind Holdings, LP

Kerwood Wind Holdings GP, ULC

Kerwood Wind Holdings GP, LLC

Jericho Wind, ULC

Jericho Wind Holdings, LP

Jericho Wind Holdings GP, ULC

Jericho Wind Holdings GP, LLC

Varna Wind, ULC

Varna Wind Holdings, LP

Varna Wind Holdings GP, ULC

Varna Wind Holdings GP, LLC

SCHEDULE 6.22

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

BURDENSOME AGREEMENTS

NONE

EXHIBIT A-1

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF BORROWING NOTICE

* * *

BORROWING NOTICE

[Date]

Bank of America, N.A.,
as Administrative Agent
for the Lenders that are parties
to the Amended and Restated Revolving Credit Agreement
referred to below

Agency Management
901 Main Street
TX1-492-14-11
Dallas, Texas 75202-3735

Attention: Rosa I. (Isela) Franco
Telephone No.: 972-338-3795 (in connection with courier deliveries)

Ladies and Gentlemen:

The undersigned, [NextEra Energy Canada Partners Holdings, ULC, an unlimited liability company organized and existing under the laws of the Province of British Colombia] [NextEra Energy US Partners Holdings, LLC, a Delaware limited liability company] (the “ Borrower ”), refers to the Amended and Restated Revolving Credit Agreement, dated as of October 24, 2017 (as amended or modified from time to time, the “ Agreement ”, the terms defined therein being used herein as therein defined), between the Borrower, the Lenders that are parties thereto, Bank of America, N.A., as administrative agent and collateral agent for the Lenders and the other parties thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Agreement that the undersigned hereby requests a Borrowing of a Loan under the Agreement, and in that connection sets forth below the information relating to such Borrowing (the “ Proposed Borrowing ”) as required by Section 2.02(a ) of the Agreement:


(i)	The Business Day of the Proposed Borrowing is _______________, 20__.


(ii)	[The Loans comprising the Proposed Borrowing are [Base Rate Loans] [Canadian Prime Rate Loans] [Eurodollar Rate Loans] [CDOR Loans]].


(iii)	The aggregate amount of the Proposed Borrowing is [US$_______________] [Cdn$_______________].


[(iv)	The initial Interest Period for each [Eurodollar Rate Loan] [CDOR Loan] made as part of the Proposed Borrowing is _____ month[s]. The last day of such Interest Period is __________, _____]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


(A)	No Default shall have occurred and be continuing or will occur upon the making of the Loan on such Borrowing Date, and

(B)

Each of the representations and warranties contained in the Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Agreement will be true in all material respects as of the time of the making of such Loan, with the same effect as if made at and as of that time (except to the extent that such representations and warranties relate expressly to an earlier date).

The proceeds of the Proposed Borrowing should be wire transferred to the Borrower in accordance with the following wire transfer instructions:

[_____________________]

Very truly yours,

[NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC]

[NEXTERA ENERGY US PARTNERS HOLDINGS, LLC]

By:

Paul I. Cutler

Treasurer

EXHIBIT A-2

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF INTEREST RATE NOTICE

* * *

INTEREST RATE NOTICE

[Date]

Bank of America, N.A.
as Administrative Agent
for the Lenders that are parties
to the Amended and Restated Revolving Credit Agreement
referred to below

Agency Management
901 Main Street
TX1-492-14-11
Dallas, Texas 75202-3735

Attention: Rosa I. (Isela) Franco
Telephone No.: 972-338-3795 (in connection with courier deliveries)

Ladies and Gentlemen:

Pursuant to Section 2.05 of that certain Amended and Restated Revolving Credit Agreement, dated as of October 24, 2017 (as amended or modified from time to time (the “ Agreement ”), between [NextEra Energy Canada Partners Holdings ULC] [NextEra Energy US Partners Holdings, LLC] (the “ Borrower ”), the Lenders that are parties thereto, Bank of America, N.A, as Administrative Agent and Collateral Agent (the “ Agent ”) and the other parties thereto, the Borrower hereby gives you irrevocable notice of its request to [Convert / continue] the Loan(s) and/or Interest Periods currently under effect under the Agreement as follows [select from the following as applicable] :


•	on [ date ] , to Convert $________ of the aggregate outstanding principal amount of the Loan(s) bearing interest at the [Eurodollar Rate] [CDOR Loan] into a [Base Rate Loan] [Canadian Prime Rate Loan] ; [and/or]


•	on [ date ] , to Convert $________ of the aggregate outstanding principal amount of the Loan(s) bearing interest at the [Base Rate] [Canadian Prime Rate Loan] into a [Eurodollar Rate Loan] [CDOR Loan] having an Interest Period of ___ month(s) ending on [ date ] ; [and/or]


•	on [ date ] , to continue $________ of the aggregate outstanding principal amount of the Loan(s) bearing interest at the [Eurodollar Rate] [CDOR], as a [Eurodollar Rate Loan] [CDOR Loan] having an Interest Period of ___ month(s) ending on [ date ] .

Any capitalized terms used in this notice which are defined in the Agreement have the meanings specified for those terms in the Agreement.

[Signature Appears on Following Page]

IN WITNESS WHEREOF, the undersigned has duly executed this Interest Rate Notice as of __________, 201_.

Very truly yours,

[NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC]

[NEXTERA ENERGY US PARTNERS HOLDINGS, LLC]

By:

Paul I. Cutler

Treasurer

EXHIBIT B

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF NOTE

* * *

NOTE

US$ Dated as of ____________, 201_

FOR VALUE RECEIVED, the undersigned, [ NEXTERA ENERGY CANADA PARTNERS HOLDINGS ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia ] [NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company ] , (hereinafter, together with its successors in title and assigns, called “ the Borrower ”), by this promissory note (hereinafter called this “ Note ”), absolutely and unconditionally promises to pay to the order of (hereinafter, together with its successors in title and assigns, called “ Lender ”), the principal sum of and No/100 Dollars (US$ ), or the aggregate principal unpaid principal amount of all Loans evidenced by this Note made by Lender to the Borrower pursuant to the Agreement hereinafter referred to, whichever is less, on the Loan Maturity Date (as defined in the Agreement) applicable to Lender, and to pay interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have been paid in full.

The unpaid principal (not at the time overdue) of this Note shall bear interest at the annual rate from time to time in effect under the Agreement referred to below (the “ Applicable Rate ”). Accrued interest on the unpaid principal under this Note shall be payable on the dates, and in the manner, specified in the Agreement.

On the Loan Maturity Date applicable to Lender there shall become absolutely due and payable by the Borrower hereunder, and the Borrower hereby, promises to pay to the Holder (as hereinafter defined) hereof, the balance (if any) of the principal hereof then remaining unpaid, all of the unpaid interest accrued hereon and all (if any) other amounts payable on or in respect of this Note or the indebtedness evidenced hereby.

Overdue principal of the Loans, and to the extent permitted by applicable law, overdue interest on the Loans and all other overdue amounts payable under this Note, shall bear interest payable on demand, in the case of (i) overdue principal of or overdue interest on any Loan, at a rate per annum equal to two percent (2%) above the rate then applicable to such Loan, and (ii) any other overdue amounts, at a rate per annum equal to two percent (2%) above the Base Rate, in each case until such amount shall be paid in full (after, as well as before, judgment).

Each payment of principal, interest or other sum payable on or in respect of this Note or the indebtedness evidenced hereby shall be made by the Borrower directly to the applicable Agent at the applicable Agent’s office, as provided in the Agreement, for the account of the Holder, not later than 2:00 p.m., New York, New York time or, as the case may be, Toronto, Ontario time, on the due date of such payment. All payments on or in respect of this Note or the indebtedness evidenced hereby shall be made without set‑off or counterclaim and free and clear of and without any deduction of any kind for any taxes, levies, fees, deductions withholdings, restrictions or conditions of any nature, except as expressly set forth in the Agreement.

Absent manifest error, a certificate or statement signed by an authorized officer of the Agent shall be conclusive evidence of the amount of principal due and unpaid under this Note as of the date of such certificate or statement.

This Note is made and delivered by the Borrower to Lender pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of October 24, 2017, between (i) the Borrower, (ii) the lending institutions listed as “Lenders” thereunder, (iii) Bank of America, N.A., as Administrative Agent for the Lenders and the other parties thereto, (hereinafter, as originally executed, or, if varied or supplemented or amended and restated from time to time, as so varied or supplemented or amended and restated, called the “ Agreement ”). This Note evidences the obligations of the Borrower (a) to repay the principal amount of Loans made by Lender to the Borrower under the Agreement, (b) to pay interest, as provided in the Agreement on the principal amount hereof remaining unpaid from time to time, and (c) to pay other amounts which may become due and payable hereunder as provided herein and in the Agreement.

No reference herein to the Agreement, to any of the Schedules or Exhibits annexed thereto, or to any of the Loan Documents or to any provisions of any thereof, shall impair the obligations of the Borrower, which are absolute, unconditional and irrevocable, to pay the principal of and the interest on this Note and to pay all (if any) other amounts which may become due and payable on or in respect of this Note or the indebtedness evidenced hereby, strictly in accordance with the terms and the tenor of this Note.

All capitalized terms used herein and defined in the Agreement shall have the same meanings herein as therein. For all purposes of this Note, “ Holder ” means Lender or any other person who is at the time the lawful holder in possession of this Note.

Pursuant to, and upon the terms contained in the Agreement, the entire unpaid principal of this Note, all of the interest accrued on the unpaid principal of this Note and all (if any) other amounts payable on or in respect of this Note or the indebtedness evidenced hereby may be declared to be or may automatically become immediately due and payable, whereupon the entire unpaid principal of this Note and all (if any) other amounts payable on or in respect of this Note

or the indebtedness evidenced hereby shall (if not already due and payable) forthwith become and be due and payable to the Holder of this Note without presentment, demand, protest, notice of protest or any other formalities of any kind, all of which are hereby expressly and irrevocably waived by the Borrower.

All computations of interest payable as provided in this Note shall be determined in accordance with the terms of the Agreement.

Should all or any part of the indebtedness represented by this Note be collected by action at law, or in bankruptcy, insolvency, receivership or other court proceedings, or should this Note be placed in the hands of attorneys for collection after default, the Borrower hereby promises to pay to the Holder of this Note, upon demand by the Holder at any time, in addition to principal, interest and all (if any) other amounts payable on or in respect of this Note or the indebtedness evidenced hereby, all court costs and reasonable external attorney fees and all other reasonable collection charges and expenses incurred or sustained by the Holder.

The Borrower hereby irrevocably waives notices of acceptance, presentment, notice of non‑payment, protest, notice of protest, suit and all other conditions precedent in connection with the delivery, acceptance, collection and/or enforcement of this Note.

The Borrower hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Note, any rights or obligations hereunder or the performance of such rights and obligations.

This Note is intended to take effect as a sealed instrument.

This Note and the obligations of the Borrower hereunder shall be governed by and interpreted and determined in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, THIS NOTE has been duly executed by the undersigned, [NEXTERA ENERGY CANADA PARTNERS HOLDINGS ULC] [NEXTERA ENERGY US PARTNERS HOLDINGS, LLC], on the day and in the year first above written.

[NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC] [NEXTERA ENERGY US PARTNERS HOLDINGS, LLC]

By:

Name:

Title:

STATE OF ____________    )
                ) ss.
COUNTY OF __________     )

Personally appeared before me, the undersigned, a Notary Public in and for said County, __________, to me known and known to me, who, being by me first duly sworn, declared that he/she is the __________ of [ NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC] [NEXTERA ENERGY US PARTNERS HOLDINGS, LLC] , that being duly authorized he did execute the foregoing instrument before me for the purposes set forth therein.

IN WITNESS WHEREOF, I have hereto set my hand and official seal at __________, this ____ day of __________, 20__.

Notary Public

My Commission Expires:

EXHIBIT C

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF THE BORROWERS’ CERTIFICATE

* * *

CERTIFICATE OF
NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC
NEXTERA ENERGY US PARTNERS HOLDINGS, LLC

This Certificate is given pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of October 24, 2017 (as amended or modified from time to time (the “ Agreement ”), between NextEra Energy Canada Partners Holdings ULC and NextEra Energy US Partners Holdings, LLC (the “ Borrowers ”), NextEra Energy Operating Partners, LP, the Lenders that are parties thereto, Bank of America, N.A, as Administrative Agent and Collateral Agent (the “ Agent ”) and the other parties thereto (the “ Agreement ”). This Certificate is delivered in satisfaction of the conditions precedent set forth in Section 7.01(d) of the Agreement.


1.	The Borrowers hereby provide notice to the Administrative Agent that October 24, 2017 is hereby deemed to be the Agreement Effective Date.

The Borrowers hereby certify to the Agent that as of the Agreement Effective Date, except in respect of the matters described in Schedule 5.04 of the Agreement, there has been no material adverse change in the business or financial condition of the Loan Parties from that set forth in the unaudited financial statements for the year ended December 31, 2016. This representation and warranty is made only as of the Agreement Effective Date and shall not be deemed made or remade as of any subsequent date notwithstanding anything contained in the Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Agreement.

The Borrowers hereby further certify that as of the Agreement Effective Date, the representations and warranties of the Loan Parties contained in the Agreement are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date); provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier shall be true and correct in all respects; and there exists no Default.

Each initially capitalized term which is used and not otherwise defined in this Certificate shall

have has the meaning specified for such term in the Agreement.

[Signatures on Next Page]

IN WITNESS WHEREOF, the undersigned have duly executed this Borrower’s Certificate as of October 24, 2017.

NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC

By:

Title:

NEXTERA ENERGY US PARTNERS HOLDINGS, LLC

By:

Title:

EXHIBIT D

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF NEE PARTNERS GUARANTY

[See attached]

EXHIBIT E-1

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

[See attached]

EXHIBIT E-2

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF AMENDED AND RESTATED U.S. SECURITY AGREEMENT

[See attached]

EXHIBIT F

TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION

* * *

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “ Assignor ”) and the Assignee identified in item 2 below (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a [Lender] [Issuing Bank] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing line loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a [Lender] [Issuing Bank] ) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor: ______________________________

______________________________
[Assignor [is / is not] a Defaulting Lender]


2.	Assignee: ______________________________

______________________________
[for each Assignee, indicate [affiliate / non-affiliate] of [identify Lender]


3.	Borrowers: [NextEra Energy Canada Partners Holdings ULC] [NextEra Energy US Partners Holdings, LLC]


4.	Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement


5.	Credit Agreement: The US$750,000,000 Amended and Restated Revolving Credit Agreement dated as of October 24, 2017 among NextEra Energy Canada Partners Holdings ULC, NextEra Energy US Partners Holdings, LLC, NextEra Energy Operating Partners, LP, the Lenders that are parties thereto, Bank of America, N.A., as the Agent and the other parties thereto


6.	Assigned Interest:



Assignor	Assignee	Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned ⁸	Percentage Assigned of Commitment/ Loans	CUSIP Number
			$	$	%
			$	$	%
			$	$	%

[ 7. Trade Date: ______________]

[Page break]

_________________________

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:______________________________

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:______________________________

Title:

[Consented to and] Accepted:

BANK OF AMERICA, N.A., as
the Agent

By: _________________________________
Title:

[Consented to:]

[NAME OF RELEVANT PARTY]

By: ________________________________
Title:

_________________________

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it [is / is not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by any Borrower, any of its Subsidiaries or affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii) , (v) and (vi ) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii ) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is organized under the laws of a jurisdiction outside of the United States attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that

(i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT G

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF COVENANT COMPLIANCE CERTIFICATE

OFFICERS CERTIFICATE

NEXTERA ENERGY OPERATING PARTNERS, LP

This Certificate is made pursuant to Section 6.04[(b)][(c)] of the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of October 24, 2017 (the “Credit Agreement”), by and between NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia (“Canadian Holdings”), NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company (“US Holdings”), NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“OpCo”), the lending institutions that are parties thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and BANK OF AMERICA, N.A. (CANADA BRANCH) as Canadian Agent. Except as otherwise expressly provided herein, capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement.

Pursuant to Section 6.04[(b)][(c)] of the Credit Agreement, attached hereto are the [audited][unaudited] consolidated balance sheets of OpCo as at ________________, 20___ and the related consolidated statements of income and consolidated statements of cash flows for the portion of the fiscal [year][quarter] to which they apply, all prepared in accordance with GAAP and such financial statements fairly present the financial position of OpCo as of the end of such [quarter (subject to year-end adjustments)][year].

The undersigned has read a copy of the Credit Agreement and has not obtained knowledge of any Default that has occurred and is continuing.

Set forth on Annex A are the calculation of the OpCo Interest Coverage Ratio, the OpCo Leverage Ratio, the US Holdings Interest Coverage Ratio and the US Holdings Leverage Ratio as of ______________, 20___, including detail regarding the factors taken into account in determining the Pro Forma Effect of any Qualifying Project on Covenant Cash Flow.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ___________, 20__.

NEXTERA ENERGY OPERATING PARTNERS, LP

By: NEXTERA ENERGY OPERATING

PARTNERS GP, LLC, its General Partner

By: ____________________________________
Name: Paul I. Cutler

Title: Treasurer

Annex A



Financial Covenant	Minimum Requirement	Calculation	Result for the most recently completed Measurement Period (___/___/20___)
OpCo
Interest Coverage Ratio	Greater than 1.75 to 1.0	Distributions:	In compliance:
Interest Coverage Ratio	Greater than 1.75 to 1.0	Interest:

Leverage Ratio (Secured)	Lower than 4.0 to 1.0	Secured Debt*:	In compliance:
Leverage Ratio (Secured)	Lower than 4.0 to 1.0	Distributions:

Leverage Ratio (Unsecured)	Lower than 5.5 to 1.0	Unsecured Debt**:	In compliance:
Leverage Ratio (Unsecured)	Lower than 5.5 to 1.0	Distributions:

US Holdings
Interest Coverage Ratio	Greater than 1.75 to 1.0	Distributions:	In compliance:
Interest Coverage Ratio	Greater than 1.75 to 1.0	Interest:

Leverage Ratio (Unsecured)	Lower than 5.5 to 1.0	Unsecured Debt***:	In compliance:
Leverage Ratio (Unsecured)	Lower than 5.5 to 1.0	Distributions:

* OpCo Secured Debt excludes $________of Equity-Preferred Securities, of which $________ is subordinated debt

** OpCo Unsecured Debt excludes $________of Equity-Preferred Securities, of which $________ is subordinated debt

*** US Holding Unsecured Debt excludes $________of Equity-Preferred Securities, of which $________ is subordinated debt

For the purposes of the foregoing, Covenant Cash Flow for the Measurement Period for which this Certificate is provided is adjusted for the Pro Forma Effect of Covenant Cash Flow attributable to the following Qualifying Project[s], in each case, as more fully described as follows:

[Include explanation of adjustment to Covenant Cash Flow
and the factors taken into account in determining such adjustment]

EXHIBIT H

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF QUALIFYING PROJECT CERTIFICATE

OFFICERS CERTIFICATE

NEXTERA ENERGY OPERATING PARTNERS, LP

This Certificate is made pursuant to clause (b) of the definition of “Pro Forma Effect” set forth in the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of October 24, 2017 (the “Credit Agreement”), by and between NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia (“Canadian Holdings”), NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company (“US Holdings”), NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“OpCo”), the lending institutions that are parties thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and BANK OF AMERICA, N.A. (CANADA BRANCH) as Canadian Agent. Except as otherwise expressly provided herein, capitalized terms used herein shall have the respective meanings assigned to such terms in the Credit Agreement.

In connection with the acquisition, construction or development of a “Qualifying Project”, OpCo is providing the following information as contemplated in clause (b) of the definition of “Pro Forma Effect” of the Credit Agreement:

1. The “Qualifying Project” will consist of: [brief description of project to be included here].

2. Total capital expenditures to be made in connection with the acquisition, development or construction of the Qualifying Project is: $_____________________

3. The [acquisition date/date of commencement of development/construction] will be _______________, 20___.

4. The scheduled Commercial Operation Date of the Qualifying Project will be _______________, 20___.

5. The counterpart[y][ies] to the contract[s] relating to the Qualifying Project [is][are] _______________.

6. Attached hereto are projections of the Covenant Cash Flow attributable to the Qualifying Project, $___________ of which is projected to be realized during the four (4) fiscal quarters following the Commercial Operation Date of the Qualifying Project.

7. Based upon the foregoing, the Covenant Cash Flow of OpCo and US Holdings and their respective Subsidiaries shall be adjusted based upon the Pro Forma Effect thereupon attributable to the Qualifying Project shall be as follows:

[Describe Adjustment]

The undersigned hereby certifies that the foregoing is true and correct in all material respects as of the date of this Certificate.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

__________________________


9	Such amount to be determined based on contracts relating to such Qualifying Project, the creditworthiness of the other parties to such contracts, projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date, and other factors reasonably deemed appropriate by the Administrative Agent.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ___________, 20__.

NEXTERA ENERGY OPERATING PARTNERS, LP

By: NEXTERA ENERGY OPERATING

PARTNERS GP, LLC, its General Partner

By: ____________________________________
Name: Paul I. Cutler

Title: Treasurer

Approved:

BANK OF AMERICA, N.A., as
the Agent

By: _________________________________
Title:

_______________________


10	Such approval not to be unreasonably conditioned, delayed or withheld.

Annex A

Attach Projections

EXHIBIT I-1

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Amended and Restated Revolving Credit Agreement, dated as of October 24, 2017 (the “ Credit Agreement ”), between NextEra Energy Canada Partners Holdings ULC and NextEra Energy US Partners Holdings, LLC (as the “ Borrowers ”), NextEra Energy Operating Partners, LP, the Lenders and Issuing Banks that are parties thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent (as the “ Agent ”) and the other parties thereto.

Pursuant to the provisions of Section 4.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:_____________________________

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT I-2

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:_____________________________

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT I-3

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:_____________________________

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT I-4

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 4.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:_____________________________

Name:

Title:

Date: ________ __, 20[ ]

EXHIBIT J

TO

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

FORM OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT

[See attached]

Exhibit 12

NEXTERA ENERGY PARTNERS, LP

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED UNIT DISTRIBUTIONS ^(a)



	Nine Months Ended September 30, 2017
	(millions of dollars)
Earnings, as defined:
Net income	$	132
Income tax expense	32
Fixed charges included in the determination of net income, as below	161
Amortization of capitalized interest	4
Distributed income of equity method investee	14
Less: Equity in earnings of equity method investee and non-economic ownership interests	30
Total earnings, as defined	$	313

Fixed charges, as defined:
Interest expense	$	154
Rental interest factor	7
Fixed charges included in the determination of net income	161
Capitalized interest	—
Total fixed charges, as defined	$	161

Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred unit distributions ^(a)	1.94

————————————


(a)	NextEra Energy Partners, LP has no preference equity securities outstanding; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred unit distributions.

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification

I, James L. Robo, certify that:


1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2017 of NextEra Energy Partners, LP (the registrant);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	October 26, 2017

JAMES L. ROBO

James L. Robo

Chairman and Chief Executive Officer

of NextEra Energy Partners, LP

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification

I, John W. Ketchum, certify that:


1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2017 of NextEra Energy Partners, LP (the registrant);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	October 26, 2017

JOHN W. KETCHUM

John W. Ketchum

Chief Financial Officer

of NextEra Energy Partners, LP

Exhibit 32

Section 1350 Certification

We, James L. Robo and John W. Ketchum, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of NextEra Energy Partners, LP (the registrant) for the quarterly period ended September 30, 2017 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.



Dated:	October 26, 2017



	JAMES L. ROBO
	James L. Robo Chairman and Chief Executive Officer of NextEra Energy Partners, LP



	JOHN W. KETCHUM
	John W. Ketchum Chief Financial Officer of NextEra Energy Partners, LP

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).